2OO1 ANNUAL DEALS REPORT PROSKAUER ROSE

CORPORATE DEPARTMENT PROSKAUER ROSE

Table of Contents

2 Mergers & Acquisitions

6 Venture Capital /Private Equity Funds

8 Technology, Media & Telecommunications

10 Securities Offerings

12 Banking & Finance

14 Hospitality

15 Sports & Entertainment

16 Medical Technology & Pharmaceutical

17 Restructurings

19 International

21 Corporate Department Attorneys 2oo PROSKAUER ROSE us andlookforward tocontinuedgrowth andsuccessin2002. hospitality, technology, pharmaceutical,bankingandothers. telecommunications andmedia,tosportsentertainment, teamwork intheserviceofourclientsindustriesrangingfrom ings andrestructurings. We arecommittedtoexcellenceand placements, venture capitalandfundtransactions, andfinanc- including mergersandacquisitions, publicofferingsandprivate and indailybusinessregulatorymatters. America inafullrangeofsophisticatedfinancialtransactions throughout corporateAmerica,Europe, IsraelandLatin Paris, BocaRaton andWashington D.C.We adviseclients attorneys worldwide, withofficesinNewYork, LosAngeles, pleased topresentyou withourAnnualDealsReport for2001. We thankourclientsforthe work thatyou have entrustedto This reporthighlightsourdynamictransactionalpractice, The ProskauerCorporateDepartmentconsistsofover 130 The CorporateDepartmentofProskauerRose LLPis 1.6.25212.969.3310 Levine ArnoldJ. skirshenbaum 212.969.3295 Kirshenbaum Steven L. 2 OO1 ANNUAL DEALSREPORT @ rsae.o alevine proskauer.com

@ proskauer.com 1 1 THE BENJAMIN COMPANY Represented The Benjamin Company in connection with its sale of certain airport retail outlets and related leases to WH Smith. Jack P. Jackson

BIOVAIL CORPORATION Represented Biovail Corporation in the completion of its $400 million-plus acquisition of the North American rights to the Cardizem family of prod- ucts from Aventis Pharmaceutical Inc. Arnold J. Levine, Allan R. Williams, Rachel Parsons

BOSTIK FINDLEY,INC. ALCATEL Represented Bostik Findley, Inc. in its acquisition of Represented Alcatel in acquisition of Astral certain assets of the commercial ceramic tile Point Communications, Inc., a privately held cor- and flooring business unit of DAP Products Inc. poration located in Boston, Massachusetts. Astral Purchase price was $25 million. Ronald R. Papa, Point creates next-generation SONET metropoli- Gail S. Port, Michael R. Neidell tan optical systems. Under the terms of the MERGERS & ACQUISITIONS merger agreement, Alcatel will issue an aggregate BOYKIN MANAGEMENT COMPANY of 9 million Class A ADSs and shares for all of the Represented Boykin Management Company Limited outstanding capital stock, options and warrants of Liability Company (“BMC”), an entity principally Astral Point.The acquisition has an implied value owned by Robert W.Boykin, Chairman of the of €153 million. Lauren K. Boglivi, Stanley Board and Chief Executive Officer of Boykin Komaroff, Janet B. Korins, Gail S. Port, Andrea S. Lodging Company (a NYSE hotel REIT), in con- Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. nection with the sale on January 1, 2002 by BMC Cinamon, Paula M. Corsaro, Deniz Haupt, Susan to Boykin Lodging Company of membership inter- Joe, Mark W. Levine, Amanda H. Nussbaum, ests in 16 companies holding leases for 25 hotel Michael J. Perloff properties in 14 states in consideration for REIT Represented Alcatel in its acquisition of Kymata securities and OP Units. Ira Akselrad, Perry A. Ltd., a leading European technology company that Cacace, Michael E. Feldman, Jeffrey A. Horwitz, concentrates on developing and manufacturing Allan R. Williams, Nicholas Athanail, David A. optical components and sub-systems for optical Bondy, Andrea Morgan, Yuval Tal, Lana T. Yang networks.The acquisition is valued at $122 million. Jean-Philippe Berthet, Lauren K. Boglivi, Stanley CARD GUARD SCIENTIFIC SURVIVAL LTD./ Komaroff, Richard H. Rowe, Delia M. Spitzer, LIFEWATCH HOLDING CORPORATION Christopher M. Jaskiewicz Represented Card Guard Scientific Survival Ltd., an Israeli company traded on the SWX Swiss Ex- THE ALPINE GROUP change, and its wholly owned subsidiary LifeWatch Represented Alpine in connection with the acquisition of Holding Corporation in $18 million acquisition of PolyVision, an international manufacturer of visual substantially all the assets and business of Quality communication products by Steelcase, a leader in Diagnostic Service, Inc., a subsidiary of Medical Health- the office furniture industry, for approximately care, Inc. Jeffrey A. Horwitz, Michael L. Eden, Yuval Tal $180 million in cash (including assumption of debt and related transaction costs). Alpine is the largest CHARTERHOUSE GROUP PORTFOLIO shareholder of PolyVision. Ronald R. Papa, Michael COMPANIES R. Neidell, Kristen W. Prohl Represented Cross Country TravCorps, a port- folio company of the Charterhouse Group, in its

2 acquisition of the ClinForce division of Edgewater INFORMA GROUP PLC Technology, Inc. Lauren K. Boglivi, Stephen W. Rubin Represented Informa Group plc and its subsidiary, Represented NetCare Health Systems, a Informa USA, Inc., in the $45 million acquisition Charterhouse company, in connection with the of all of the outstanding stock of MCM Group. $31 million sale of six community hospital sub- Inc., which is engaged in the business of providing sidiaries to Sunlink Health Systems. James D. fixed income, equity and foreign exchange infor- Meade, Stephen W. Rubin, Ricky Chung, Jeanmarie mation to financial institutions. Bertram A. Abrams, LoVoi, William Marroletti Robert K. Kane Represented MP Total Care, a Charterhouse company, in the acquisition of the Respiratory INSTITUTO GRIFOLS, S.A. Pharmacy Business of Dura Pharmaceutical. Represented Instituto Grifols, S.A., a subsidiary of Stephen W. Rubin, Sarah J. Deitch Probitas Pharma, S.A., a Spanish company engaged Represented Eos Corporation, a portfolio com- in the business of manufacturing, processing and pany of the Charterhouse Group, in connection distributing medical products, in the acquisition with the sale of Eos to Celetron International. of SeraCare, Inc., an operator of plasma collection Stephen W. Rubin, Stephen F. Reed centers headquartered in Los Angeles, California, for $116.5 million, plus the assumption of debt for CIBC WORLD MARKETS CORP. a total deal value of approximately $150 million. Represented CIBC World Markets Corp. as financial The transaction also involved the spin-off to advisor to: SeraCare’s stockholders of SeraCare’s Life Sciences Genesys S.A. in $200 million acquisition of subsidiary (formerly known as The Western State Vialog Corporation. Group, Inc.). Proskauer also advised Probitas Special Committee of the Board of Directors of Pharma on the financing for the transaction. Arnold Mikasa, Inc. in $245 million acquisition by J.G. Du- J. Levine, Edward S. Kornreich, Carlos E. Martinez, rand. Peter M. Fass, Jeffrey A. Horwitz, Jennifer Kim Stuart L. Rosow, Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Herschel Goldfield, CROSS COUNTRY,INC. Robert Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Represented Cross Country, Inc. (Nasdaq: CCRN) in the Lew, Steven A. Meetre, Carla Passos, Stephen F. Reed, purchase of the assets of the NovaPro healthcare Andrew Rettig, Jonathan E. Rich, Matt Sabloff staffing division (Tampa,FL) of HRLogic Holdings, Inc., a professional employer organization. ISRAEL AIRCRAFT INDUSTRIES LTD. Lauren K. Boglivi, Stephen W. Rubin, Solomon L. Represented Israel Aircraft Industries in the acquisition Warhaftig, Christopher M. Jaskiewicz, Michael A. by Gulfstream Aerospace, a subsidiary of General Katz, Ross H. Klenoff, Jennifer Silver Dynamics, of Galaxy Aerospace Co. LP for $330 million in cash. Galaxy was owned by Hyatt Corp. DAWN HOMES and Israel Aircraft Industries Ltd. Ira Akselrad, Represented Dawn Homes in the $66 million sale of Jeffrey A. Horwitz 33 properties in four different states. Ira Akselrad, James Meade, Jay D. Waxenberg, Ricky Chung, JOHN MORGAN Jason D. Fernbach, William Marroletti Represented John Morgan in the sale of Morgan Lewis Githens & Ahn,a broker-dealer,to MLGA Holdings. DONNA KARAN INTERNATIONAL Julie M. Allen, Arnold S. Jacobs, Kathy H. Rocklen, Represented Donna Karan International in its acquisition Rachel S. Lerner by LVMH Moet Hennessy Louis Vuitton, the world’s largest luxury goods company, in a trans- THE LAIRD GROUP PLC action valued at $240 million. Arnold S. Jacobs, Represented The Laird Group in a purchase by a Gregg M. Mashberg, Andrea S. Rattner, Henry O. subsidiary of R&F Products, Inc. R&F produces Smith III, Michael A. Katz, Michael R. Neidell (Continued)

3 microwave absorber products for the telecommu- MOORE CORPORATION LIMITED nications and defense industries (where the prod- Represented Moore Corporation Limited (TSE; NYSE: ucts are used for stealth technologies). Steven L. MCL) in its sale of Phoenix Group, a provider of CONTINUED Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Jon integrated marketing and customer relationship H. Oram, Jonathan W. Stein management services, to Minacs Worldwide Inc. (TSE: MXW). Allan R. Williams, Ronald S. Kornreich LINCOLNSHIRE MANAGEMENT,INC. Represented Lincolnshire Management, Inc. in its acquisi- PITNEY BOWES, INC. tion, through an affiliate, of all the stock of the Represented Pitney Bowes, the world leader in the MERGERS & ACQUISITIONS seven subsidiaries that comprise the Team Sports development, manufacture and distribution of Division of Riddell Sports Inc. (AMEX: RDL), for mailing solutions for business customers, in a purchase price of approximately $61 million in handling the French aspects of three separate cash plus adjustments to cover seasonal funded acquisitions completed this past year for a total indebtedness of the business. The Riddell Team purchase price in excess of $500 million. These Sports Division is a leading provider of athletic transactions included the acquisition of Secap SA, equipment, uniforms and practice wear, and is a leading European postage meter manufacturer, known for its dominant position in the manufac- Bell & Howell’s international mail and messaging ture, marketing and reconditioning of football technologies subsidiaries and Danka Service’s helmets. Riddell helmets are worn by players on international document management business. all National Football League teams. Perry A. Cacace, William Krisel, Delia M. Spitzer, Yasmine Michael E. Feldman, Jack P. Jackson, Arnold J. Levine, Tarasewicz, Marjorie Baconnet, Lorine Ben Soussan, Jeffrey W. Levitan, Gail S. Port, Stuart L. Rosow, Blandine Boulay, Florence Perrot, Beatrice Pola, Dale A. Schreiber, Janice K. Smith, David Alin, Olivier Savelli, Nathalie Veuillot Craig A. Bitman, David A. Bondy, Russell Gaudreau, Paul M. Hotaling, Ronald S. Kornreich, Eric D. Most, PRICE COMMUNICATIONS Renata C. Pompa, Gregg Reed, Andrew Rettig, Represented Price Communications in connection with Michael C. Swiader, Ido Warshavski, Troy Willitt its agreement to transfer its cellular wireless business to Verizon Communications for consider- LUMINAAMERICAS ation valued at $1.15 billion (plus the assumption Representing LuminaAmericas in the acquisition of $550 million of net debt). Verizon Communica- of a Latin American start-up company. Carlos E. tions operates its cellular wireless business through Martinez, Peter G. Samuels, Jason D. Fernbach, Cellco, a joint venture with Vodafone plc. Cellco Robert Ivanschitz, Ross H. Klenoff, Rachel Parsons is the largest provider of cellular wireless services in the United States. Robert K. Kane, Gail S. Port, MAJOR, HAGEN & AFRICA (NEW YORK) INC. Richard H. Rowe, Peter G. Samuels, Janice K. Smith, Represented Major, Hagen & Africa, a New York legal Solomon L. Warhaftig, Kelly Baldwin, David A. recruiter,in forming a national joint venture with four Bondy, Aliza R. Cinamon, Tammy Fried, Ronald S. other Major,Hagen & Africa offices. Jeffrey A. Horwitz Kornreich, Amanda H. Nussbaum, Marissa J. Tiamfook

METRO STORAGE LLC RELATED CAPITAL COMPANIES Represented Metro Storage and its principal sharehold- Represented Related Capital’s affiliate, Charter Municipal ers in connection with a tender offer for limited Mortgage Acceptance Company, in connection partnership interests in connection with a contest- with the acquisition of PW Funding, a direct dele- ed acquisition of a group of self-storage facilities from gated underwriter and servicer for Fannie Mae, an affiliate of the principal shareholders of Metro and the acquisition financing and warehouse loan Storage LLC. Peter M. Fass, Steven A. Fishman, in connection with the closing. Peter M. Fass, John Siegal, Je Moon, Christopher L. Pennington Steven A. Fishman, Janet B. Korins, Jason D. Fernbach, Samuel L. Martin, Michael A. Midura

4 SAIRGROUP TOWERS PERRIN Represented SAirRelations, a division of SAirGroup (the Represented Towers Perrin, a pension benefits and human parent of Swissair), in the sale of its international resources consulting firm, in connection with: luxury hotel chain, Swissotel Hotels and Resorts, Purchase of the assets of Working Concepts, Inc., to Singapore’s Raffles Holdings Limited for approx- a software implementation consulting company. imately CHF 410 million, plus the assumption by Strategic alliance agreement with WellMed, Inc., Raffles of approximately CHF 122 million in debt. a provider of online health management services. (Excluded from the transaction were properties Strategic alliance agreement and Series D owned by Swissotel in Vienna and Seoul.) Perry A. financing of Authoria, Inc., a human resources Cacace, Robert A. Cantone, Michael E. Feldman, Jeffrey software company. Ronald R. Papa, Christopher M. A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Stephanie Jaskiewicz, Michael A. Katz, Jennifer Silver, Beth B. R. Feingold, Robert E. Ivanschitz, Susan I. Joe, Michael Smigel, Ori Solomon A. Katz, Ronald S. Kornreich, Rick J. Kozody, Mark W. Levine, Eric D. Most, Kristine W. Prohl, Gregg Reed, WOOD WORLDWIDE INC. Matthew Sabloff, Yuval Tal, Lana T. Yang Represented Wood Worldwide Inc. and its Swiss affiliate in connection with the sale of the entities to SEKANI, INC. Interbrand, a subsidiary of Omnicom Group Inc., Represented Sekani, a distributor of digital moving one of the world’s leading advertising and branding images, in the sale of substantially all its assets and firms.Wood is the leading marketing and branding the assets of its German subsidiary, Film Bank management consulting firm in the pharmaceutical Deutschland, GmbH, to an entity owned by Corbis industry and consumer health care products and Corporation, the world’s largest owner of fixed has created over 500 successful brands, including images (including the Bettman Archive), which is 40 of the world’s top 100 brand names: Viagra, owned by Bill Gates. The purchase price included Prozac, Celebrex,Valtrex, Prilosec, and Mylanta cash and the assumption of operating liabilities. are examples. The purchase price was $17 million Steven A. Fishman, Leon P. Gold, Sheldon I. Hirshon, in cash and Omnicom stock. Sheldon I. Hirshon, Jeffrey A. Horwitz, Solomon L. Warhaftig, Lisa E. Jeffrey A. Horwitz, Janet B. Korins, Renata C. Funk, Michael A. Midura, Matthew Sabloff Pompa, Michael L. Eden

SMALL WORLD MEDIA, INC. X-TECHNOLOGIES, INC. Represented Small World Media, Inc. in $15 million sale of Represented X-Technologies,Inc., a maker of cardiovas- substantially all of its assets to Vulcan Media Sports, cular products, in its acquisition of privately held Inc. (the parent company of the Sporting News MEDgination Inc. in a stock-for-stock transaction owned by Paul Allen). Julie M. Allen, Jack B. Spizz valued at approximately $25 million. MEDgination Inc. is based in San Diego, CA, and is engaged in 24/7 MEDIA, INC. the development and sale of balloon catheters and Represented 24/7 Media, Inc., a leader in interactive related products for cardiovascular surgeons. They marketing, in its acquisition of Real Media, Inc., an have research and development facilities in Israel international provider of marketing services to the and its corporate headquarters is in the U.S. Alan digital advertising industry. The combined compa- P. Parnes, Paul I. Rachlin, Rachel Parsons, Matthew nies will have the largest online advertising net- Sabloff, Ido Warshavski work and locally installed customer base for ad serving technology in the world. In connection with the deal, our client changed its name to 24/7 Real Media. Ronald R. Papa, Andrea S. Rattner, Solomon L. Warhaftig, Alexa D. Isbel, Lana T. Yang

5 COMMERCIAL VENTURES Represented Commercial Ventures in connection with: $88 million preferred equity investment in AP Adler Investment Fund 2, L.P. $26 million preferred equity investment in CK Bergen Associates. Steven L. Lichtenfeld, Ricky Chung

CONTINUATION INVESTMENT PARTNERS, L.P. Represented investor group led by Continuation Investment Partners in a $25 million preferred stock investment in ThruComm,Inc. Represented Continuation Investment Partners BAKER CAPITAL in providing bridge financing to Hotelevision, Inc. Represented Baker Capital: Julie M. Allen, Sarah J. Deitch As the lead investor in a $20 million round of a venture capital investment in IQNavigator, Inc. ELCOM TECHNOLOGIES, INC. In connection with its private equity financing Representing Elcom Technologies,Inc., a company in of NeoCore Inc. Arnold S. Jacobs, Marc A. Persily, New Jersey that designs and manufactures com- Ori Solomon, Avshalom Yotam ponents for satellite communications networks, in raising $8.5 million in an institutional financing BELL ATLANTIC MASTER TRUST round led by Genesis Partners, an Israeli venture Represented Bell Atlantic Asset Management in connec- capital group. Jeffrey A. Horwitz, Wendy J. Schriber, tion with the acquisition by Bell Atlantic Master Solomon L. Warhaftig, Yuval Tal, Ido Warshavski Trust of over $1 billion of partnership interests in 25 venture capital, buyout and real estate funds. FAHNESTOCK & CO. INC. Jacob I. Friedman, Howard N. Lefkowitz, Stephen A. Represented Fahnestock as placement agent for PIPE Devaney, Stephanie Feingold, Gretchen Lamberg, transaction for Meridian Medical Technologies Inc., Amanda H. Nussbaum a medical device and pharmaceutical company. VENTURE CAPITAL / EQUITY FUNDS PRIVATE Paul I. Rachlin BELLSOUTH MASTER TRUST Represented BellSouth Master Trust in connection with THE HOME SERVICE STORE, INC. two partnership investments aggregating over Represented The Home Service Store, Inc. in a preferred $100 million. Jacob I. Friedman, Howard N. stock financing from Jupiter Partners II, L.P. Lefkowitz, Stephen A. Devaney, Amanda H. Nussbaum Julie M. Allen, Sarah J. Deitch

BY-PASS, INC. INVESTOR GROWTH CAPITAL Represented By-Pass, a medical technology company in Represented Investor Growth Capital in preferred stock the field of cardiology, in a $3.5 million investment investments in Princeton Optronics,White Rock by a subsidiary of Johnson & Johnson in the com- Networks and Aplion. Julie M. Allen, Pamela L. pany’s third-round preferred stock.This most Kramer, Rachel Parsons recent investment was part of an investment and licensing relationship with Johnson & Johnson expected to yield By-Pass at least $16.5 million. Paul I. Rachlin, Avshalom Yotam

6 J.P.MORGAN RELATED CAPITAL COMPANY We continued our longstanding representation of J.P. Represented Related Capital Company, a real estate Morgan in private equity investments, ranging from finance company, in raising $500 million in a series early-stage venture capital to large acquisition and of investment partnerships, and closed approxi- corporate finance transactions.We also continue mately 50 investments in entities owning afford- to represent J.P.Morgan in connection with fund able housing properties for purchase prices formation and placement activities. Thomas W. aggregating over $1 billion. Ira Akselrad, Alan S. Dollinger, Jack P. Jackson, Adam J. Kansler, William Cohen, Mark A. Kreitman, Kenneth Krug, Arnold J. Krisel, Bruce L. Lieb, Janice K. Smith, Michael J. Levine, Gail S. Port, Paul D. Rubenstein, Kelly Chiaravalloti, Steven Chiodini, Christopher Harding, Baldwin, Steven A. Beede, Aliza R. Cinamon, Chip Parsons, Marc A. Persily, Michael A. Ramos, Stephanie Feingold, John Fox-Snider, Darryl Gibbs, Stephen F. Reed, Ori Solomon Stuart T. Kapp, Pamela L. Kramer, Scott Silver, Michael C. Swiader J.P.MORGAN INVESTMENT MANAGEMENT W.R.HAMBRECHT & CO. Representing funds managed by J.P.Morgan Investment Represented investor group led by W.R. Hambrecht Management in investments in venture capital and in preferred stock investments in SpirianTechno- corporate finance instruments. Jacob I. Friedman, logies, Inc. and TeraOp (USA) Inc. Julie M. Allen, William Krisel, Howard N. Lefkowitz, Stephen A. Pamela L. Kramer Devaney, Stephanie Feingold, Gretchen Lamberg, Amanda H. Nussbaum ZCM ASSET HOLDING COMPANY (BERMUDA) LIMITED LINCOLNSHIRE EQUITY FUND II, LLP Represented ZCM Asset Holding Company (Bermuda) Represented Lincolnshire leveraged buyout fund in its Limited, an affiliate of Zurich Insurance, in follow-on round of investor financing, raising an $175 million preferred stock investment in S.A.C. additional $40 million, bringing the total fund to Capital International Ltd., an offshore fund-of-funds. approximately $300 million. Arnold J. Levine, Charles E. Dropkin, Michael A. Midura, Steven A. Meetre Troy Willitt

PIPE INVESTMENTS ZURICH CAPITAL MARKETS INC. Represented several institutional investors Represented Zurich Capital Markets Inc. in connection in PIPE (private investment in public equity) with the sale of $13.7 million of equity interests transactions, including investments in Mercator in its subsidiary Mills Capital Management LLC, Software, Inc., Aspen Technology, Inc., Exchange representing a sale of a majority of the equity of Applications, Inc., and EarthShell Corporation. Mills in the form of $7.7 million of limited liability Adam J. Kansler, Richard H. Rowe, Paula M. company interests and a $5 million convertible Corsaro, Gary Malhotra, Ori Solomon promissory note. The proceeds of the offering Represented investors in a PIPE investment were used by Mills to purchase certain specified in Exchange Applications, Inc. Adam J. Kansler, financial assets from certain trusts. In connection Richard H. Rowe, Paula M. Corsaro, Ori Solomon with the sale of equity, Zurich also provided a $122 million credit facility to Mills. Charles E. RADIANCY,INC. Dropkin, Alan P. Parnes, Gail Sanger, Janice K. Represented Radiancy, a medical technology company in Smith, Pamela L. Kramer, Oliverio Lew, Amanda H. the field of dermatology, in the completion of the Nussbaum company’s $4.5 million Series A financing. Paul I. Rachlin, Y. Dave Silberman, Avshalom Yotam

7 CITYNET TELECOMMUNICATIONS,INC. Represented CityNet in its Series B preferred stock offering. The offering raised $175 million for the company to enable it to deploy its fiber optic loop through cities to individual commercial buildings via access through existing infrastructure. Current cities include cities in the U.S. and Europe. Investors included Telecom Partners,The Carlyle Group, Crescendo Ventures, Berkshire Partners, Trimaran Fund and Great Hill Partners. Christopher Kelly, Susan Joe, Beth B. Smigel, Troy Willitt

COMTECH TELECOMMUNICATIONS CORP. Represented Comtech in its $12 million acquisition of a business unit from Ericson. Robert A. Cantone, Edward Scheuermann, Kristen W. Prohl

EAGLE ENGINEERING, INC. Represented Eagle Engineering, an intermediary between designers and manufacturers, in connection with electronic commerce, licensing and commercial matters. William M. Hart, David A. Bondy, Christopher M. Jaskiewicz

ALCATEL ELCOM TECHNOLOGIES, INC. Represented Alcatel in acquisition of Astral Representing Elcom Technologies,Inc., a company in Point Communications, Inc., a privately held cor- New Jersey that designs and manufactures com- poration located in Boston, Massachusetts. Astral ponents for satellite communications networks, Point creates next-generation SONET metropoli- in raising $8.5 million in an institutional financing tan optical systems. Under the terms of the round led by Genesis Partners, an Israeli venture merger agreement, Alcatel will issue an aggregate capital group. Jeffrey A. Horwitz, Wendy J. Schriber, of 9 million Class A ADSs and shares for all of the Solomon L. Warhaftig, Yuval Tal, Ido Warshavski outstanding capital stock, options and warrants of

TECHNOLOGY,MEDIA & TELECOMMUNICATIONS Astral Point.The acquisition has an implied value GRAY COMMUNICATIONS SYSTEMS, INC. of €153 million. Lauren K. Boglivi, Stanley Represented Gray Communications in refinancing of Komaroff, Janet B. Korins, Gail S. Port, Andrea S. high-yield debt.The refinancing was accomplished Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. through a Rule 144A offering of $180 million Cinamon, Paula M. Corsaro, Deniz Haupt, Susan principal amount of 9.25% Senior Subordinated Joe, Mark W. Levine, Amanda H. Nussbaum, Notes due 2011, the proceeds of which were

5 Michael J. Perloff used to redeem Gray’s 10 ⁄8% Senior Subordi- Represented Alcatel in its acquisition of Kymata nated Notes due 2006. Robert A. Cantone, Arnold S. Ltd., a leading European technology company that Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. concentrates on developing and manufacturing Levy, Michael R. Neidell, Kristen W. Prohl, Beth B. optical components and sub-systems for optical Smigel networks. The acquisition is valued at $122 mil- lion. Jean-Philippe Berthet, Lauren K. Boglivi, Stanley Komaroff, Richard H. Rowe, Delia M. Spitzer, Christopher M. Jaskiewicz

8 INFORMA GROUP PLC PRICE COMMUNICATIONS Represented Informa Group plc and its subsidiary, Represented Price Communications in connection with Informa USA, Inc., in the $45 million acquisition of its agreement to transfer its cellular wireless busi- all of the outstanding stock of MCM Group Inc., ness to Verizon Communications for considera- which is engaged in the business of providing fixed tion valued at $1.15 billion (plus the assumption income, equity and foreign exchange information of $550 million of net debt). Verizon Communica- to financial institutions. Bertram A. Abrams, tions operates its cellular wireless business through Robert K. Kane Cellco, a joint venture with Vodafone plc. Cellco is the largest provider of cellular wireless services in THE LAIRD GROUP PLC the United States. Robert K. Kane, Gail S. Port, Represented The Laird Group in a purchase by a sub- Richard H. Rowe, Peter G. Samuels, Janice K. Smith, sidiary of R&F Products, Inc. R&F produces micro- Solomon L. Warhaftig, Kelly Baldwin, David A. Bondy, wave absorber products for the telecommunica- Aliza R. Cinamon, Tammy Fried, Ronald S. tions and defense industries (where the products Kornreich, Amanda H. Nussbaum, Marissa J. Tiamfook are used for stealth technologies). Steven L. Kirshenbaum, Gail S. Port, Aliza R. Cinamon, READER’S DIGEST Jon H. Oram, Jonathan W. Stein Represented Reader’s Digest in the sale of the sub- scriber list of Walking Magazine to Time, Inc. MARKETAXESS Bertram A. Abrams, Robert K. Kane We continued our representation of MarketAxess, a leading Internet-based multi-dealer research and SUPERCANAL HOLDING S.A. trading platform for credit products, in the addi- Representing Supercanal, an Argentine cable television tion of new dealers and investors and in general provider, in the restructuring of its $650 million corporate matters. Ira G. Bogner, Adam J. Kansler, indebtedness within the context of an Argentine Michael J. Chiaravalloti, Michael J. Perloff, Ori bankruptcy reorganization process. Michael E. Solomon Foreman, Carlos E. Martinez, Oliverio Lew

MAXCOM TELECOMUNICACIONES, S.A. SWELLCO DE C.V. Represented new entity founded by designer Cynthia Representing Maxcom, a Mexican facilities-based local Rowley and her co-author, Ilene Rosenzweig, of and long distance telephone company, in the the bestseller “Swell: A Girls’ Guide to the Good

3 restructuring of its $300 million 13 ⁄4% senior Life,” in significant licensing agreement with major notes due 2007 and a new $70 million capital infu- national retailer to develop and exploit products sion. Michael E. Foreman, Janet B. Korins, Carlos E. using the “Swell” brand. Jeffrey A. Horwitz, Alexa Martinez, Richard H. Rowe, Neil S. Belloff, Robert D. Isbel, Yuval Tal Ivanschitz, Amanda H. Nussbaum, Carla Passos TVN ENTERTAINMENT GROUP ML MEDIA PARTNERS, L.P. Represented TVN in $250 million-plus restructuring of Representing ML Media Partners, L.P. in $275 million public and private debt, and equity. Bruce E. Fader, sale of its 50% interest in Century-ML Cable William M. Hart, Sheldon I. Hirshon, Jeffrey A. Venture, which owns cable systems in Puerto Horwitz, Steven M. Kayman, Alan P. Parnes, Rico. Bertram A. Abrams, Lawrence H. Budish Richard H. Rowe, Seth B. Schafler, Lisa A. Chiappetta, Gary Malhotra, Hayes Michel, Renata C. Pompa, Yuval Tal

9 CROSS COUNTRY,INC. Represented Cross Country, Inc. in initial public offering of its common stock. Cross Country is the largest provider of healthcare staffing services in the United States. Charterhouse Group International, Inc. controls Cross Country, and the balance of Cross Country’s outstanding shares are owned by Morgan Stanley Private Equity and the manage- ment and employees of Cross Country.The aggregate offering price was $152.7 million. Merrill Lynch & Co. and Salomon Smith Barney served as lead underwriters in the offering. Julie M. Allen, Stephen W. Rubin, Solomon L. Warhaftig, Ross H. Klenoff, Gretchen Lamberg, Jack B. Spizz, Ellen Yu

SECURITIES OFFERINGS DONNA KARAN INTERNATIONAL Represented Donna Karan International in its acquisition BLACKFIN CAPITAL,LLC by LVMH Moet Hennessy Louis Vuitton, the Represented Blackfin Capital in a convertible preferred world’s largest luxury goods company, in a trans- stock investment in American Auto Exchange, Inc. action valued at $240 million. Arnold S. Jacobs, Robert A. Cantone, Christopher Kelly, Christopher M. Gregg M. Mashberg, Andrea S. Rattner, Henry O. Jaskiewicz, William Marroletti Smith III, Michael A. Katz, Michael R. Neidell

CITYNET TELECOMMUNICATIONS,INC. GRAY COMMUNICATIONS SYSTEMS, INC. Represented CityNet in its Series B preferred stock Represented Gray Communications in refinancing of offering. The offering raised $175 million for the high-yield debt. The refinancing was accomplished company to enable it to deploy its fiber optic loop through a Rule 144A offering of $180 million through cities to individual commercial buildings principal amount of 9.25% Senior Subordinated via access through existing infrastructure. Current Notes due 2011, the proceeds of which were

5 cities include cities in the U.S. and Europe. Inves- used to redeem Gray’s 10 ⁄8% Senior Subordi- tors included Telecom Partners,The Carlyle Group, nated Notes due 2006. Robert A. Cantone, Arnold S. Crescendo Ventures, Berkshire Partners,Trimaran Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. Fund and Great Hill Partners. Christopher Kelly, Levy, Michael R. Neidell, Kristen W. Prohl, Beth B. Susan Joe, Beth B. Smigel, Troy Willitt Smigel

COMMERCIAL VENTURES HENRY SCHEIN, INC. Represented Commercial Ventures in connection with: Represented Henry Schein in $150 million secondary $88 million preferred equity investment in offering of shares; completed as block trades. AP Adler Investment Fund 2, L.P. Robert A. Cantone $26 million preferred equity investment in CK Bergen Associates. Steven L. Lichtenfeld, INSIGNIA Ricky Chung Representing Insignia controlled fund in $50 million private placement. Allan R. Williams, Rachel Parsons

10 INTERLIANT,INC. RELATED CAPITAL COMPANY Represented Interliant in a $165 million public exchange Represented Related Capital Company, a real estate offer and private exchange of its outstanding sub- finance company, in raising $500 million in a series ordinated debt for senior debt, warrants and cash. of investment partnerships, and closed approxi- James D. Meade, Richard H. Rowe, Stephen W. mately 50 investments in entities owning afford- Rubin, Solomon L. Warhaftig, Allan R. Williams, able housing properties for purchase prices aggre- R. Bruce Steinert, Ido Warshavski gating over $1 billion. Ira Akselrad, Alan S. Cohen, Mark A. Kreitman, Kenneth Krug, Arnold J. Levine, JAS MANAGEMENT CORP. Gail S. Port, Paul Rubenstein, Kelly Baldwin, Steven Representing JAS Management Corp., the issuer, in a A. Beede, Aliza R. Cinamon, Stephanie Feingold, $3 million private placement. Kathy H. Rocklen John Fox-Snider, Darryl Gibbs, Stuart T. Kapp, Pamela L. Kramer, Scott Silver, Michael Swiader KSH INVESTMENT GROUP,INC. Representing KSH Investment Group, Inc. as placement WHEELING ISLAND GAMING, INC. agent for Hydrogel Design Systems, Inc., in $5.25 Represented Wheeling Island Gaming,Inc. in connection

1 million private placement. Kathy H. Rocklen, with $125 million Rule 144A offering of its 10 ⁄8% Rachel S. Lerner Senior Notes due 2009. Julie M. Allen, Sarah J. Deitch, Gary Ross, Melissa L. Westbrook LITTLE SWITZERLAND, INC. Represented Little Switzerland, Inc. in a private place- X-TECHNOLOGIES, INC. ment of equity securities with Tiffany & Co. Inter- Represented X-Technologies,Inc., a medical devices national Inc., an affiliate of Tiffany and Company. maker in the field of cardiology, in connection with The transaction also involved the negotiation private placement of Series A Preferred Stock. of credit facilities with Tiffany and The Chase Paul I. Rachlin, Rachel Parsons, Y. Dave Silberman Manhattan Bank for a total deal value of approxi- mately $15 million. Jack P. Jackson, Steven A. Meetre, Adrienne Mundy-Shephard

PROTEOLOGICS, INC. Represented Proteologics, a proteomics company, in completion of $14.5 million Series A Preferred Stock investment by Concord Ventures LLP and Challenge Fund Etgar II, L.P. Paul I. Rachlin

PROVIDENCE CAPITAL Represented Providence Capital, an NASD-registered broker-dealer, in connection with its proposed proxy contests regarding Healthcare Recoveries, Inc. (NASDAQ: HCRI) and Spacelabs Medical Inc. (NASDAQ: SLMD). With Proskauer’s assistance, Providence reached an agreement pursuant to which Herbert A. Denton, the president of Providence, obtained a seat on the HCRI board of directors. Proskauer negotiated a settlement agreement with SLMD pursuant to which Providence designated two directors to serve on the SLMD board. Arnold S. Jacobs, Peter G. Samuels, Paula M. Corsaro, Ronald S. Kornreich

11 ESTATE OF MARTIN S. DAVIS Represented the Estate of Martin Davis in the restruc- turing of debt of Lionel L.L.C.,the toy train manu- facturer. Lionel L.L.C.is an indirect subsidiary of the Estate. Ronald R. Rauchberg, Lucien D. White

FINANCIAL STRUCTURES LTD. Represented Financial Structures, an insurance company, in providing credit enhancement via an insurance policy to the repackaging of rated securities. James M. Waddington, Lucien D. White

GMAC CARD GUARD SCIENTIFIC SURVIVAL LTD. Representing GMAC in connection with a $250 million Represented Card Guard Scientific Survival Ltd. and its senior secured revolver to a mezzanine fund BANKING & FINANCE wholly owned subsidiaries LifeWatch Holding sponsored by Apollo. Steven L. Lichtenfeld, Corporation and Card Guard Technologies,Inc. Janice K. Smith in $50 million debt financing from Bank Hapoalim and Bank Leumi. Jeffrey A. Horwitz, Michael L. GMAC COMMERCIAL MORTGAGE BANK Eden, Yuval Tal (IRELAND), PLC Represented GMAC Commercial Mortgage Bank CHARTERHOUSE GROUP (Ireland), PLC in connection with a €92 million INTERNATIONAL,INC. mezzanine loan to Georges Holding SAS, a French Represented Charterhouse Group in connection with real estate company. Steven L. Lichtenfeld, Beth B. the purchase of $20 million of convertible debt of Smigel Interliant, Inc. Stephen W. Rubin, David A. Bondy GRAY COMMUNICATIONS SYSTEMS, INC. CONTINUATION INVESTMENT Represented Gray Communications in refinancing of PARTNERS, L.P. high-yield debt. The refinancing was accomplished Represented investor group led by through a Rule 144A offering of $180 million Continuation Investment Partners in a $25 million principal amount of 9.25% Senior Subordinated preferred stock investment in ThruComm,Inc. Notes due 2011, the proceeds of which were

5 Represented Continuation Investment Partners used to redeem Gray’s 10 ⁄8% Senior Subordi- in providing bridge financing to Hotelevision, Inc. nated Notes due 2006. Robert A. Cantone, Arnold S. Julie M. Allen, Sarah J. Deitch Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. Levy, Michael R. Neidell, Kristen W. Prohl, Beth B. DELIA*S CORP. Smigel Represented dELiA*s Corp. in obtaining a $25 million line of credit from Wells Fargo Retail Finance, LLC. LINCOLNSHIRE MANAGEMENT,INC. Founded in 1993 as a catalog business, dELiA*s Represented Lincolnshire Management, Inc. in restruc- opened its first retail store and launched its web turing of debt of various of its affiliates’ portfolio site (www.dELiAs.com) in 1998 and has expanded companies. Arnold J. Levine, Lucien D. White rapidly to become a leader in multi-channel retail- ing in the teen market (for apparel, accessories LITTLE SWITZERLAND, INC. and home furnishings). Jeffrey A. Horwitz, Jack P. Represented Little Switzerland, Inc. in a private place- Jackson, Janice K. Smith, Susan Joe, Chip Parsons ment of equity securities with Tiffany & Co. International Inc., an affiliate of Tiffany and Company. The transaction also involved the

12 negotiation of credit facilities with Tiffany and The UBS Chase Manhattan Bank for a total deal value of Advised UBS Warburg in connection with the structur- approximately $15 million. Jack P. Jackson, Steven ing and offering of €46 million of floating rate A. Meetre, Adrienne Mundy-Shephard notes backed by credit-linked notes and collateral- ized debt obligations. James M. Waddington MARVEL ENTERPRISES, INC. Represented Special Committee of the Board of ZCM TRADING (IRELAND) LTD. Directors of Marvel Enterprises, Inc. (New York Represented ZCM Trading (Ireland) Ltd. in senior Stock Exchange), one of the world’s most promi- secured credit facilities totaling more than $415 nent character-based entertainment companies, in million to: Tremont Oak Fund, LDC, Olympia connection with a senior debt refinancing guaran- Diversified Strategies Fund Limited, Richcourt teed by a related party who is to receive warrants Opportunity S Inc., Richcourt Opportunity L Inc., as the consideration and a long-term executive Wimbledon Class B Fund, Ltd., and Fairfax Fund agreement with the related party who is to Limited. Charles E. Dropkin, Stephen A. Devaney, receive options as the compensation. Robert A. Y. Dave Silberman Cantone, Richard L. Goldberg ZURICH BANK OVERSEAS SHIPHOLDING GROUP Representing Zurich Bank in a $50 million senior Advised Overseas Shipholding Group in connection secured credit facility to Meritage Fund Ltd. with a $350 million syndicated loan. James M. Charles E. Dropkin, Y. Dave Silberman Waddington ZURICH CAPITAL MARKETS INC. PHILADELPHIA EAGLES Represented Zurich Capital Markets Inc. in Representing Philadelphia Eagles in a $180 million, connection with the sale of $13.7 million of twenty year commercial paper facility led by an equity interests in its subsidiary Mills Capital affiliate of Fleet National Bank that will provide Management LLC, representing a sale of a majori- both construction and permanent financing for ty of the equity of Mills in the form of $7.7 million the Eagles’ new football-based stadium. Joseph M. of limited liability company interests and a $5 mil- Leccese, Wayne D. Katz, Gary Malhotra, Jon H. Oram lion convertible promissory note. The proceeds of the offering were used by Mills to purchase S2 HOLDINGS, INC. certain specified financial assets from certain Represented S2 Holdings, Inc. in its $35 million acquisi- trusts. In connection with the sale of equity, tion of the residual interests in four securitized Zurich also provided a $122 million credit facility receivables vehicles in exchange for notes and to Mills. Charles E. Dropkin, Alan P. Parnes, Gail warrants. Ira Akselrad, Emerson S. Moore, Lucien D. Sanger, Janice K. Smith, Pamela L. Kramer, Oliverio White Lew, Amanda H. Nussbaum Represented Zurich Capital Markets Inc. in SEKANI, INC. senior credit facilities to: Hedge Fund Investment Represented Sekani, a distributor of digital moving Company, L.P.,Emerald Investments II, Javelin Multi- images, in issuance of $7.5 million of convertible Strategy Fund Limited, Zurich Premier Series Ltd., bridge notes to investors including RRE, Infinity, and Ritchie Capital Management, L.L.C.totaling Bessemer, Corbis and others. Steven A. Fishman, over $503 million. Charles E. Dropkin, Janice K. Jeffrey A. Horwitz, Michael A. Midura Smith, Stephen A. Devaney, Emerson S. Moore Represented Zurich Capital Markets Inc. in a synthetic loan to Allen Perkins Limited. Charles E. Dropkin, Stephen A. Devaney

13 HOSPITALITY

BOYKIN MANAGEMENT COMPANY SAIRGROUP Represented Boykin Management Company Limited Represented SAirRelations, a division of SAirGroup (the Liability Company (“BMC”), an entity principally parent of Swissair), in the sale of its international owned by Robert W.Boykin, Chairman of the luxury hotel chain, Swissotel Hotels and Resorts, Board and Chief Executive Officer of Boykin to Singapore’s Raffles Holdings Limited for approx- Lodging Company (a NYSE hotel REIT), in con- imately CHF 410 million, plus the assumption by nection with the sale on January 1, 2002 by BMC Raffles of approximately CHF 122 million in debt. to Boykin Lodging Company of membership inter- (Excluded from the transaction were properties ests in 16 companies holding leases for 25 hotel owned by Swissotel in Vienna and Seoul.) Perry A. properties in 14 states in consideration for REIT Cacace, Robert A. Cantone, Michael E. Feldman, securities and OP Units. Ira Akselrad, Perry A. Jeffrey A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Cacace, Michael E. Feldman, Jeffrey A. Horwitz, Stephanie R. Feingold, Robert E. Ivanschitz, Susan I. Allan R. Williams, Nicholas Athanail, David A. Joe, Michael A. Katz, Ronald S. Kornreich, Rick J. Bondy, Andrea Morgan, Yuval Tal, Lana T. Yang Kozody, Mark W. Levine, Eric D. Most, Kristine W. Prohl, Gregg Reed, Matthew Sabloff, Yuval Tal, Lana INDEPENDENT FIDUCIARY SERVICES, INC. T. Yang & LASALLE INVESTMENT MANAGEMENT Retained by Independent Fiduciary Services, Inc., the VORNADO independent fiduciary, and LaSalle Investment Represented Vornado-owned Hotel Pennsyl- Management, Inc., the qualified professional asset vania in connection with various meeting space manager, on behalf of the Plumbers and Pipefitters agreements, group room agreements, licensing National Pension Fund (the “Fund”) in connection agreements and other commercial agreements. with the Fund’s $700 million development project Michael E. Feldman, Lawrence J. Lipson, Christopher of the Diplomat Resort and Country Club and M. Jaskiewicz Spa, a first class convention center hotel and luxu- Represented Vornado with respect to its invest- ry country club and spa with approximately 1060 ment in the Russian Tea Room. Jeffrey A. Horwitz, guest rooms, located in Hollywood/Hallendale, Lawrence J. Lipson, Lana T. Yang Florida. Ira Akselrad, Rory Judd Albert, Michael E. Feldman, Jeffrey A. Horwitz, Steven E. Obus, George A. Pincus, Myron D. Rumeld, Wendy J. Schriber, Steven D. Weinstein, Gary Malhotra, Robert M. Projansky, Yuval Tal, Troy E. Willitt

14 $121 million. Simultaneously, we represented Loria with the purchase of the Marlins for approximately $159 million from an entity owned by John Henry, who leads a group that is buying the Boston Red Sox. Ira Akselrad, Wayne D. Katz, Steven D. Weinstein, Craig A. Bitman, Michael J. Chiaravalloti, Amanda Nussbaum, Robert M. Projansky, Jack B. Spizz.

PHILADELPHIA EAGLES Represented Philadelphia Eagles in broad range of trans- actions relating to the development and financing of its new football-based stadium, including: Lease and Development Agreement with the LINCOLNSHIRE MANAGEMENT, INC. Philadelphia Authority for Industrial Development. Represented Lincolnshire Management, Inc. in its acquisi- Project Management Agreement for construc- tion, through an affiliate, of all of the stock of the tion of new Eagles Stadium. seven subsidiaries that comprise the Team Sports $180 million, twenty year commercial paper Division of Riddell Sports Inc. (AMEX: RDL), for a SPORTS & ENTERTAINMENT SPORTS facility led by an affiliate of Fleet National Bank purchase price of approximately $61 million in that will provide both construction and perma- cash plus adjustments to cover seasonal funded nent financing for the Eagles’ new football-based indebtedness of the business. The Riddell Team stadium. Joseph M. Leccese, Lawrence H. Budish, Sports Division is a leading provider of athletic Wayne D. Katz, Dain C. Landon, Gary Malhotra, equipment, uniforms and practice wear. Perry A. Jon H. Oram Cacace, Michael E. Feldman, Jack P. Jackson, Arnold J. Levine, Jeffrey Levitin, Gail S. Port, Stuart L. SEKANI, INC. Rosow, Dale A. Schreiber, Janice K. Smith, David Alin, Represented Sekani, a distributor of digital moving Craig A. Bitman, David A. Bondy, Russell Gaudreau, images, in: Paul Hotaling, Ronald S. Kornreich, Eric D. Most, The sale of substantially all its assets and the Renata C. Pompa, Gregg Reed, Andrew Rettig, assets of its German subsidiary, Film Bank Michael C. Swiader, Ido Warshavski, Troy Willitt Deutschland, GmbH, to an entity owned by Corbis Corporation, the world’s largest owner MARVEL ENTERPRISES, INC. of fixed images. The purchase price included cash Represented Special Committee of the Board of and the assumption of operating liabilities. Steven Directors of Marvel Enterprises, Inc. (New York A. Fishman, Leon P. Gold, Sheldon I. Hirshon, Stock Exchange), one of the world’s most promi- Jeffrey A. Horwitz, Solomon L. Warhaftig, Lisa E. nent character-based entertainment companies, in Funk, Michael A. Midura, Matthew Sabloff connection with a senior debt refinancing guaran- Issuance of $7.5 million of convertible bridge teed by a related party who is to receive warrants notes to investors including RRE, Infinity, as the consideration and a long-term executive Bessemer, Corbis and others. Steven A. Fishman, agreement with the related party who is to Jeffrey A. Horwitz, Michael A. Midura receive options as the compensation. Robert A. Cantone, Richard L. Goldberg SMALL WORLD MEDIA, INC. Represented Small World Media, Inc. in $15 million MONTREAL EXPOS/FLORIDA MARLINS sale of substantially all of its assets to Vulcan Represented the Montreal Expos, L.P.,an entity con- Media Sports, Inc. (the parent company of the trolled by Jeffrey H. Loria, in the sale of the Expos Sporting News owned by Paul Allen). Julie M. to Major League Baseball for approximately Allen, Jack B. Spizz

15 of substantially all the assets and business of Quality Diagnostic Service, Inc., a subsidiary of Medical Healthcare, Inc. Jeffrey A. Horwitz, Michael L. Eden, Yuval Tal

CELGENE CORPORATION Represented Celgene in acquisition of option to purchase assets of Penn Pharmaceuticals Limited. Robert A. Cantone

FAHNESTOCK & CO. INC. Represented Fahnestock as placement agent for PIPE transaction for Meridian Medical Technologies,Inc., a medical device and pharmaceutical company. Paul M. Rachlin

HENRY SCHEIN, INC. Represented Henry Schein in $150 million secondary BIOVAIL CORPORATION offering of shares; completed as block trades. Represented Biovail Corporation in the completion of Robert A. Cantone its $400 million-plus acquisition of the North American rights to the Cardizem family of prod- INSTITUTO GRIFOLS, S.A. ucts from Aventis Pharmaceutical Inc. Arnold J. Represented Instituto Grifols, S.A., a subsidiary of Levine, Allan R. Williams, Rachel Parsons Probitas Pharma, S.A., a Spanish company engaged in the business of manufacturing, processing and BY-PASS, INC. distributing medical products, in the acquisition of Represented By-Pass, a medical technology company in SeraCare, Inc., an operator of plasma collection the field of cardiology, in a $3.5 million investment centers headquartered in Los Angeles, California, by a subsidiary of Johnson & Johnson in the com- for $116.5 million, plus the assumption of debt for pany’s third-round preferred stock. This most a total deal value of approximately $150 million. recent investment was part of an investment and The transaction also involved the spin-off to

MEDICAL TECHNOLOGY & PHARMACEUTICAL MEDICAL licensing relationship with Johnson & Johnson SeraCare’s stockholders of SeraCare’s Life expected to yield By-Pass at least $16.5 million. Sciences subsidiary (formerly known as The Paul I. Rachlin, Avshalom Yotam Western State Group, Inc.). Proskauer also advised Probitas Pharma on the financing for the transac- CARD GUARD SCIENTIFIC SURVIVAL LTD./ tion. Arnold J. Levine, Edward S. Kornreich, Carlos LIFEWATCH HOLDING CORPORATION E. Martinez, Stuart L. Rosow, Richard H. Rowe, Represented Card Guard Scientific Survival Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Ltd., an Israeli company traded on the SWX Herschel Goldfield, Robert Ivanschitz, Michael A. Swiss Exchange, and its wholly owned subsidiaries Katz, Judy Lee, Oliverio Lew, Steven A. Meetre, Carla LifeWatch Holding Corporation and Card Guard Passos, Stephen F. Reed, Andrew Rettig, Jonathan E. Technologies,Inc. in $50 million debt financing Rich, Matt Sabloff from Bank Hapoalim and Bank Leumi. Jeffrey A. Horwitz, Michael L. Eden, Gary Malhotra, Yuval Tal Represented Card Guard Scientific Survival Ltd. and its wholly owned subsidiary LifeWatch Holding Corporation in $18 million acquisition

16 PROTEOLOGICS, INC. Represented Proteologics, a proteomics company, in completion of $14.5 million Series A Preferred Stock investment by Concord Ventures LLP and Challenge Fund Etgar II, L.P. Paul I. Rachlin

RADIANCY,INC. Represented Radiancy, a medical technology company in the field of dermatology, in the completion of the company’s $4.5 million Series A financing. Paul I. Rachlin, Y. Dave Silberman, Avshalom Yotam

WOOD WORLDWIDE INC. RESTRUCTURINGS Represented Wood Worldwide Inc. and its Swiss affiliate in connection with the sale of the entities to ACCOR S.A. Interbrand, a subsidiary of Omnicom Group Inc., Represented Accor S.A., the French hotel and travel one of the world’s leading advertising and branding giant, in the restructuring of WorldRes, a U.S.- firms. Wood is the leading marketing and branding based Internet-enabled hotel reservations and management consulting firm in the pharmaceutical distribution network. Other investors included industry and consumer health care products and Boston Consulting Group and Starwood Hotels has created over 500 successful brands, including & Resorts. Accor had originally invested in 40 of the world’s top 100 brand names: Viagra, WorldRes and its European-focused subsidiary in Prozac, Celebrex,Valtrex, Prilosec, and Mylanta April and June of 2000. Jeffrey A. Horwitz, Richard are examples. The purchase price was $17 million H. Rowe, William Marroletti, Michael A. Midura, in cash and Omnicom stock. Sheldon I. Hirshon, Michael Ramos, Yuval Tal Jeffrey A. Horwitz, Janet B. Korins, Renata C. Pompa, Michael L. Eden ALLEGHENY HEALTH EDUCATION AND RESEARCH FOUNDATION X-TECHNOLOGIES, INC. Represented William J.Scharffenberger as Chapter 11 Represented X-Technologies, a maker of cardio- trustee of Allegheny Health Education and vascular products, in connection with private Research Foundation (AHERF), the nation’s placement of Series A Preferred Stock. Paul I. largest not-for-profit health care bankruptcy, in Rachlin, Rachel Parsons, Y. Dave Silberman connection with liquidation of claims and distribu- Represented X-Technologies in its acquisition tion to holders of $1.2 billion of debt, as well as of privately held MEDgination Inc. in a stock-for- in connection with a settlement of a preference stock transaction valued at approximately $25 mil- action with Mellon Bank which resulted in a $52 lion. MEDgination Inc. is based in San Diego, million payment to the estate. Michael E. Foreman, California, and is engaged in the development and Marc J. Goldstein, Claire P. Gutekunst, Alan B. sale of balloon catheters and related products for Hyman, Steven M. Kayman, Jeffrey W. Levitan, cardiovascular surgeons. They have research and Seth B. Schafler, Lisa A. Chiappetta, Brian Friedman, development facilities in Israel and its corporate Dina R. Johnson headquarters is in the U.S. Alan P. Parnes, Paul I. Rachlin, Rachel Parsons, Matthew Sabloff, Ido AMERICAN SPECTRUM REALTY,INC. Warshavski Represented American Spectrum in connection with the consolidation of eight public partnerships and 20 private partnerships into a corporation listed on the American Stock Exchange. The total value of the transaction was approximately (Continued) 17 $268.8 million and involved 34 properties and a tion with the amendment of approximately 30 management company. Peter M. Fass, Steven A. partnership agreements and tender offer for limit- Fishman, Gail S. Port, Stuart L. Rosow, Stephanie ed partnership interests by affiliates of the general CONTINUED Feingold, Andrew Komaromi, Rick Kozody, Arthur G. partners. Peter M. Fass, Janet B. Korins, Michael Levy, Craig Masheb Swiader, Troy Willitt

LECHTERS SUPERCANAL HOLDING S.A. RESTRUCTURINGS Representing Lechters in restructuring approximately Representing Supercanal, an Argentine cable television $100 million of debt in Chapter 11 proceedings. provider, in the restructuring of its $650 million Klaus Eppler, Alan B. Hyman, Jeffrey W. Levitan, indebtedness within the context of an Argentine Lisa A. Chiappetta bankruptcy reorganization process. Michael E. Foreman, Carlos E. Martinez, Oliverio Lew MORRIS MATERIAL HANDLING,INC. Concluded restructuring of $350 million in debt of TANDYCRAFT Morris Material Handling and, in connection with Representing Chapter 11 debtors in connection with its emergence from Chapter 11 bankruptcy pro- the restructuring of approximately $75 million of ceedings, represented Morris Material Handling debt of Tandycraft. Alan B. Hyman, Scott K. and its U.S. subsidiaries in obtaining a $30 million Rutsky, Michael E. Callahan, Dina Johnson line of credit from Congress Financial Corpor- ation. Alan B. Hyman, Jeffrey W. Levitan, Gail S. TVN ENTERTAINMENT GROUP Port, Lowell D. Willinger, Jason D. Fernbach, Represented TVN in $250 million-plus restructuring of Emerson S. Moore, Carla Passos, Lucien D. White public and private debt, and equity. Bruce E. Fader, William M. Hart, Sheldon I. Hirshon, Jeffrey A. THE MUSEUM COMPANY Horwitz, Steven M. Kayman, Alan P. Parnes, Richard Represented the Chapter 11 debtors in the restruc- H. Rowe, Seth Schafler, Lisa A. Chiappetta, Gary turing of $50 million of debt of The Museum Malhotra, Hayes Michael, Renata C. Pompa, Yuval Tal Company. Alan B. Hyman, Jeffrey W. Levitan, Lisa A. Chiappetta, David Levin U.S. INDUSTRIES Represented U.S. Industries in connection with its com- RIDGEWOOD POWER LLC prehensive restructuring of bank and institutional Represented Ridgewood in connection with the prepa- debt exceeding $1.2 billion. The restructuring ration of proxy statements for seven limited liabili- extended the final maturity debt of the company’s ty companies. The proxy statements dealt with credit facilities, and provided for significant sched- the termination of the election as Section 12(g) uled reductions of the company’s senior debt registered Business Development Companies through cash flow, asset sales and/or a refinancing, under the Investment Company Act of 1940 for in accordance with the company’s strategic busi- some of the partnerships and for the restructuring ness plan and in a manner intended to maximize of the management for each of the limited liability the value of U.S. Industries’ assets. Support for companies. Peter M. Fass, Steven A. Fishman, Mark the restructuring was unanimous among more W. Levine, Gary Malhotra than 50 bank and institutional creditors. At the time of the restructuring, U.S. Industries owned SAUL STEINBERG several major businesses manufacturing and selling Represented Saul Steinberg in connection with restruc- branded, consumer-oriented building products, turing of Reliance Insurance. Ira G. Bogner, Alan B. including the Jacuzzi, Ames True Temper,Sundance Hyman, Scott K. Rutsky Spas, Zurn and Eljer brands. Michael E. Foreman, Alan B. Hyman, Jeffrey W. Levitan, Dina Johnson, SUMMIT REAL ESTATE ADVISORS, LLC Gary Malhotra, Beth B. Smigel Represented the general partners of Summit in connec-

18 CARD GUARD SCIENTIFIC SURVIVAL LTD./ LIFEWATCH HOLDING CORPORATION Represented Card Guard Scientific Survival Ltd., an Israeli company traded on the SWX Swiss Exchange, and its wholly owned subsidiaries LifeWatch Holding Corporation and Card Guard Technologies,Inc. in $50 million debt financing from Bank Hapoalim and Bank Leumi. Jeffrey A. Horwitz, Michael L. Eden, Gary Malhotra, Yuval Tal Represented Card Guard Scientific Survival Ltd. and its wholly owned subsidiary LifeWatch Holding Corporation in $18 million acquisition INTERNATIONAL ACCOR S.A. of substantially all the assets and business of Represented Accor S.A., the French hotel and travel Quality Diagnostic Service, Inc., a subsidiary giant, in the restructuring of WorldRes, a US- of Medical Healthcare, Inc. Jeffrey A. Horwitz, based Internet-enabled hotel reservations and dis- Michael L. Eden, Yuval Tal tribution network. Other investors included Boston Consulting Group and Starwood Hotels DONNA KARAN INTERNATIONAL & Resorts. Accor had originally invested in Represented Donna Karan International in its acquisition WorldRes and its European-focused subsidiary in by LVMH Moet Hennessy Louis Vuitton, the April and June of 2000. Jeffrey A. Horwitz, Richard world’s largest luxury goods company, in a trans- H. Rowe, William Marroletti, Michael A. Midura, action valued at $240 million. Arnold S. Jacobs, Michael Ramos, Yuval Tal Gregg M. Mashberg, Andrea S. Rattner, Henry O. Smith III, Michael A. Katz, Michael R. Neidell ALCATEL Represented Alcatel in acquisition of Astral EMPRESA ELECTRICA COLBÚN Point Communications, Inc., a privately held cor- MACHICURA, S.A. poration located in Boston, Massachusetts. Astral Represented Colbún, a Chilean electric utility company, Point creates next-generation SONET metropoli- in the purchase of a combined cycle turbine from tan optical systems. Under the terms of the General Electric. Carlos E. Martinez, Robert Ivanschitz merger agreement, Alcatel will issue an aggregate of 9 million Class A ADSs and shares for all of the INSTITUTO GRIFOLS, S.A. outstanding capital stock, options and warrants of Represented Instituto Grifols, S.A., a subsidiary of Astral Point.The acquisition has an implied value Probitas Pharma, S.A., a Spanish company engaged of €153 million. Lauren K. Boglivi, Stanley in the business of manufacturing, processing and Komaroff, Janet B. Korins, Gail S. Port, Andrea S. distributing medical products, in the acquisition Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. of SeraCare, Inc., an operator of plasma collection Cinamon, Paula M. Corsaro, Deniz Haupt, Susan centers headquartered in Los Angeles, California, Joe, Mark W. Levine, Amanda H. Nussbaum, for $116.5 million, plus the assumption of debt for Michael J. Perloff a total deal value of approximately $150 million. Represented Alcatel in its acquisition of Kymata The transaction also involved the spin-off to Ltd., a leading European technology company that SeraCare’s stockholders of SeraCare’s Life concentrates on developing and manufacturing Sciences subsidiary (formerly known as The optical components and sub-systems for optical Western State Group, Inc.). Proskauer also networks.The acquisition is valued at $122 million. advised Probitas Pharma on the financing for Jean-Philippe Berthet, Lauren K. Boglivi, Stanley the transaction. Edward S. Kornreich, Arnold J. Komaroff, Richard H. Rowe, Delia M. Spitzer, Levine, Carlos E. Martinez, Stuart L. Rosow, Christopher M. Jaskiewicz (Continued)

19 Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, a leading European postage meter manufacturer, Michael L. Eden, Herschel Goldfield, Robert Bell & Howell’s international mail and messaging Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Lew, technologies subsidiaries and Danka Service’s CONTINUED Steven A. Meetre, Carla Passos, Stephen F. Reed, international document management business. Andrew Rettig, Jonathan E. Rich, Matt Sabloff William Krisel, Delia M. Spitzer, Yasmine Tarasewicz, Marjorie Baconnet, Lorine Ben Soussan, ISRAEL AIRCRAFT INDUSTRIES LTD.

INTERNATIONAL INTERNATIONAL Blandine Boulay, Florence Perrot, Beatrice Pola, Represented Israel Aircraft Industries in the acquisition Olivier Savelli, Nathalie Veuillot by Gulfstream Aerospace, a subsidiary of General Dynamics, of Galaxy Aerospace Co. LP for SAIRGROUP $330 million in cash. Galaxy was owned by Represented SAirRelations, a division of SAirGroup (the Hyatt Corp. and Israel Aircraft Industries Ltd. parent of Swissair), in the sale of its international Ira Akselrad, Jeffrey A. Horwitz luxury hotel chain, Swissotel Hotels and Resorts, to Singapore’s Raffles Holdings Limited for approx- THE LAIRD GROUP PLC imately CHF 410 million, plus the assumption by Represented The Laird Group in a purchase by a Raffles of approximately CHF 122 million in debt. subsidiary of R&F Products, Inc. R&F produces (Excluded from the transaction were properties microwave absorber products for the telecommu- owned by Swissotel in Vienna and Seoul.) Perry A. nications and defense industries (where the prod- Cacace, Robert A. Cantone, Michael E. Feldman, ucts are used for stealth technologies). Steven L. Jeffrey A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Stephanie R. Feingold, Robert E. Ivanschitz, Susan I. Jon H. Oram, Jonathan W. Stein Joe, Michael A. Katz, Ronald S. Kornreich, Rick J. Kozody, Mark W. Levine, Eric D. Most, Kristine W. LUMINAAMERICAS Prohl, Gregg Reed, Matthew Sabloff, Yuval Tal, Representing LuminaAmericas in the acquisition of a Lana T. Yang Latin American start-up company. Carlos E. Martinez, Peter G. Samuels, Jason D. Fernbach, UBS Robert Ivanschitz, Ross H. Klenoff, Rachel Parsons Advised UBS Warburg in connection with the structur- ing and offering of €46 million of floating rate MAXCOM TELECOMUNICACIONES, S.A. notes backed by credit-linked notes and collater- DE C.V. alized debt obligations. James M. Waddington Representing Maxcom, a Mexican facilities-based local and long distance telephone company, in the ZCM ASSET HOLDING COMPANY

3 restructuring of its $300 million 13 ⁄4% senior (BERMUDA) LIMITED notes due 2007 and a new $70 million capital infu- Represented ZCM Asset Holding Company (Bermuda) sion. Michael E. Foreman, Janet B. Korins, Carlos E. Limited, an affiliate of Zurich Insurance, in Martinez, Richard H. Rowe, Neil Belloff, Robert $175 million preferred stock investment in S.A.C. Ivanschitz, Amanda H. Nussbaum, Carla Passos Capital International Ltd., an offshore fund-of-funds. Charles E. Dropkin, Michael A. Midura, Troy Willitt PITNEY BOWES, INC. Represented Pitney Bowes, the world leader in the development, manufacture and distribution of mailing solutions for business customers, in handling the French aspects of three separate acquisitions completed this past year for a total purchase price in excess of $500 million. These transactions included the acquisition of Secap SA,

20 Brochure design by Ross Culbert & Lavery, NYC Illustrations by William Rieser

PROSKAUER ROSE NEW YORK LOS ANGELES BOCA RATON If you have any questionsabout CORPORATE DEPARTMENT ATTORNEYS akP Jackson Jack P. Hyman Alan A. Horwitz Jeffrey A. Hirshon Sheldon I. Goldberg Richard L. Gnall P. Gregory Foreman Michael E. Fishman Steven A. Feldman Michael E. Feit Glenn M. Peter Fass Epstein Paul H. Klaus Eppler Dropkin Charles E. Cohen Saul S. Cohen Alan S. Cantone A. Robert Budish Lawrence M. Boglivi Lauren K. Allen Julie M. Abrams A. Bertram Scott Silver Sager Deborah J. Rose H. Mary Reed Stephen F. Ramos Michael A. Odu Nkechi C. Kalb Steven M. Andrew Eitingon Zohn S. Martin Sears Marvin Dollinger Thomas W. Behar Howard D. Levy Andrew D. Gayle Coleman Christopher Wheeler Donald E.Thompson to contactany ofusbelow. pleasefeel free its services, itsattorneys and Proskauer, more information about orwould like this report, the transactionslistedin aeaL Kramer Pamela L. Kornreich Ronald S. Klenoff Ross H. Johnson Dina R. Susan Joe Jaskiewicz Christopher M. Ivanschitz E. Robert Isbell Alexa D. Hoffman Alan M. Deniz Haupt Fernbach Jason D. Eden Michael L. Devaney Stephen A. Deitch Sarah J. Matthew Danow Corsaro Paula M. Cinamon Aliza R. Ricky Chung Chiodini Steven R. Chiaravalloti Michael J. Chiappetta Lisa A. Callahan Michael E. Bondy David A. Beede Steven A. Kelly Baldwin Allan R.Williams Smith Janice K. SmithIII O. Henry Sloan David W. Gail Sanger Samuels Peter G. Rutsky Scott K. Rubin Stephen W. Rocklen Kathy H. Rachlin Paul I. Port Gail S. Papa Ronald R. Meade James D. Martinez Carlos E. Lieb Bruce L. Lichtenfeld Steven L. Levitan Jeffrey W. Levine Arnold J. Lefkowitz Howard N. Leccese Joseph M. Kreitman Mark A. Stanley Komaroff Kirshenbaum Steven L. Kelly Christopher R. Katz Wayne D. Kansler Adam J. Kane K. Robert Kafin J. Robert Jacobs Arnold S. PARIS WASHINGTON Oliver Savelli Florence Perrot Sibylle Natcheva Eric LeLuhandre James M.Waddington Spitzer Delia B. William Krisel Jean-Philipe Berthet Rowe Richard H. Ellen Yu Avshalom Yotam Lana T.Yang Susan L.Wiener Melissa L.Westbrook Ido Warshavski Marissa J.Tiamfook Sanjay Thaper Yuval Tal BruceSteinert R. Stein Jonathan W. Spizz Jack B. Oriel Solomon Smigel Beth B. Dave Silberman Y. Selit S. Maryse Ross Gary Prohl Kristen W. Sonia Plata Lia Pistilli Persily Marc A. Carla Passos Rachel Parsons Charles Parsons Oram Jonathan H. Neidell Michael R. Andrea Morgan Stacey Moore Moore II Emerson S. Midura Michael A. Meetre Steven A Martin Samuel L. William Marroletti Malhotra Gary Oliverio Lew Levy G. Arthur Levine Mark W. David Levin Lerner Rachel S. Landon Dain C. 21 New York 1585 Broadway New York, NY 10036-8299 Tel 212.969.3000 Fax 212.969.2900

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