ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information with respect to the current
Directors and executive officers of the Company and certain other key employees
of the Company and its subsidiaries. All Directors of the Company hold office
until the next Annual Meeting of Stockholders and until the election and
qualification of their successors. Each individual listed below is a citizen of
the United States, except for Ian L.M. Thomas who is a citizen of the United
Kingdom.
NAME AGE POSITION
----- --- --------
John S. Suhler...................... 55 Chairman of the Board and Director
Ian L. M. Thomas.................... 61 President, Chief Executive Officer and Director
John J. Veronis..................... 71 Director
Jeffrey T. Stevenson................ 38 Director
S. Gerard Benford................... 60 Director
Jeffrey Tannenbaum.................. 36 Director
John Rolfe.......................... 30 Director
Stefan M. Selig..................... 36 Director
Steven J. Hunt...................... 54 Chief Financial Officer and Treasurer
Brian A. Meyer...................... 38 General Counsel and Secretary
Richard A. Wimbish.................. 55 President and Chief Operating Officer of TISI
W. Michael Goodwin.................. 48 President and Chief Executive Officer of Galaxy
Richard W. Moeller 60 President and Chief Executive Officer of GEM
William Newman 49 President and Chief Executive Officer of Atwood
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John S. Suhler co-founded VS&A in 1981, VS&A Communications Partners I,
L.P. ("VS&A Fund I") in 1987, VS&A Fund II in 1994 and VS&A Communications
Partners III, L.P. ("VS&A Fund III") in 1999 with Mr. Veronis. Mr. Suhler
currently is President and Co-Chief Executive of VS&A and is a Founding General
Partner of VS&A Fund I. Prior to forming VS&A, Mr. Suhler was a Corporate Vice
President of CBS and President of CBS Publishing Group.
Ian L. M. Thomas was previously employed as a Managing Director at VS&A.
Until June 15, 1998, Mr. Thomas' services were provided to the Company by VS&A,
with whom Mr. Thomas had an employment arrangement, and the Company reimbursed
VS&A for such services at cost. On June 15, 1998, Mr. Thomas entered into an
employment agreement which provides for his employment as President, Chief
Executive Officer and a Director through October 2002. Prior to his employment
at VS&A, Mr. Thomas completed a 24-year career at Reed Elsevier plc, where he
served as Chairman and Chief Executive Officer of Reed Telepublishing Ltd. and
as a member of the Board of Directors of both Reed Elsevier plc and Reed
International plc.
John J. Veronis co-founded VS&A in 1981, VS&A Fund I in 1987, VS&A Fund II
in 1994 and VS&A Fund III in 1999 with Mr. Suhler. Mr. Veronis currently is
Chairman and Co-Chief Executive of VS&A and is a Founding General Partner of
VS&A Fund I. Prior to forming VS&A, Mr. Veronis co-founded Psychology Today and
its parent company, CRM; served as President of Curtis Magazines and Publisher
of its Ladies Home Journal and was a general corporate executive at Interpublic
Group of Companies.
Jeffrey T. Stevenson has served as President and General Partner of VS&A
Fund III since February 1999, as President and General Partner of VS&A Fund II
since November 1994 and as President of VS&A Fund I since 1989. Mr. Stevenson
joined VS&A in 1982 and prior to joining VS&A Fund I was Executive Vice
President of VS&A in charge of corporate finance.
S. Gerard Benford has served as Executive Vice President and General
Partner of VS&A Fund III since February 1999, as Executive Vice President and
General Partner of VS&A Fund II since November 1994 and as
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Executive Vice President of VS&A Fund I since 1990. Prior to 1990, Mr. Benford
was a Corporate Vice President of Warner Communications Corporation and a
principal at Arthur Young & Company.
Jeffrey Tannenbaum founded Fir Tree Partners, a private investment firm,
in January 1994. From 1988 through 1993, Mr. Tannenbaum was an investment
professional at Kohlberg & Co., a corporate acquisition firm.
John Rolfe joined Fir Tree in February 1997. Prior to joining Fir Tree,
Mr. Rolfe was an investment banker with Donaldson, Lufkin & Jenrette
specializing in media and communications.
Stefan M. Selig has been a Managing Director in the Merger & Acquisition
Department of SG Cowen Securities Corp. since March 1998. Prior to joining SG
Cowen, Mr. Selig was a Managing Director in the Merger & Acquisition Department
of UBS Securities since August 1994. Prior to joining UBS, Mr. Selig was an
investment banker in the Mergers and Acquisitions Group at The First Boston
Corporation.
Steven J. Hunt was appointed Chief Financial Officer in November 1997.
Prior to joining the Company, he was the founder of Value Growth Partners,
International, a strategic and financial consulting firm, from 1995 to October
1997. Mr. Hunt previously served as Executive Vice President Business
Development and Planning and Chief Financial Officer of Patrick Media Group,
Inc., a subsidiary of GE Capital Corp. from 1991 to 1995.
Brian A. Meyer was appointed General Counsel in November 1997. Prior to
joining the Company, Mr. Meyer served as Senior Counsel at Revlon, Inc. from
May 1993 to October 1997. From January 1990 to April 1993, he was an attorney
at the law firm of Latham & Watkins.
Richard A. Wimbish joined TISI, a wholly-owned subsidiary of the Company,
as Controller in 1987 and became Executive Vice President in 1990. Mr. Wimbish
was made President and Chief Operating Officer of TISI in 1991. Prior to
joining TISI, Mr. Wimbish was Controller and Chief Financial Officer of Carlson
Reserve Corporation from 1981 through 1986.
William Newman joined the Company in June 1998 as President and Chief
Executive Officer of Atwood. Prior to joining the Company, from 1985, Mr.
Newman was President of Kansas' leading radio stations: KCFX-FM (Classic Rock);
KCIY-FM (Smooth Jazz); KXTR-FM (Classical); KQLR-FM (Rock) and the Kansas City
Chiefs Radio Network.
W. Michael Goodwin joined the Company in December 1996 as President and
Chief Executive Officer of the predecessors of both Atwood and Galaxy and in
June 1998 resigned his positions with Atwood. Prior to joining the Company, Mr.
Goodwin was founder and President of Falcon Sports Group, Inc., a company which
focused on developing and introducing new sports media properties. Prior to
this, Mr. Goodwin was Executive Vice President and Chief Operating Officer of
Professional Sports Publications, a publisher of sporting event game day
magazines (1992-1995).
Richard Moeller joined the Company in September 1998 as President and
Chief Executive Officer of GEM. Prior to joining the Company, from 1993 to
1995, Mr. Moeller was President of Johnson Hill Press, Inc., a magazine
publisher, and from 1996 to 1998, was President and Chief Executive Officer of
JDTV, Inc., a television programming database company.
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