UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
CMGI, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
CUSIP No. 125750109
(CUSIP Number)
August 2, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 125750109 | 13G | PAGE 2 of 42 |
| 1. | Names of Reporting Persons R. Scott Murray I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
5,031,610 (1) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
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| 11. | Percent of Class Represented by Amount in Row 9
1.1% |
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| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 2,521,616 shares held in The Murray 2003 Qualified Annuity Trust for the benefit of Mr. Murray’s designees. Mr. Murray disclaims beneficial ownership disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
| CUSIP No. 125750109 | 13G | PAGE 3 of 42 |
| 1. | Names of Reporting Persons Timothy M. Adams I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
591,911(1) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 424,389 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 4 of 42 |
| 1. | Names of Reporting Persons Bank of America Corporation I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
4,746,585 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% |
|||
| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 5 of 42 |
| 1. | Names of Reporting Persons BankAmerica Investment Corporation I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
4,018,257 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.9% |
|||
| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 6 of 42 |
| 1. | Names of Reporting Persons Fleet National Bank I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
A Federally-chartered banking association |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power 4,734
| |
| 6. Shared Voting Power 477,805
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive Power 485,539
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
485,539 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
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| 12. | Type of Reporting Person*
BK |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 7 of 42 |
| 1. | Names of Reporting Persons Daniel F. Beck I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
479,414(1) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 379,414 of shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 8 of 42 |
| 1. | Names of Reporting Persons Canpartners Investments IV, LLC I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
California |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,834,552 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
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| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 9 of 42 |
| 1. | Names of Reporting Persons Canyon Capital Advisors, LLC I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,834,552(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
|||
| 12. | Type of Reporting Person*
IA |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) These shares are owned by Canpartners Investments IV, LLC (“CI”). Canyon Capital Advisors, LLC is the investment advisor to CI and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held by CI.
| CUSIP No. 125750109 | 13G | PAGE 10 of 42 |
| 1. | Names of Reporting Persons Rory J. Cowan I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power 1,531,150
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive Power 1,531,150
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,531,150 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 11 of 42 |
| 1. | Names of Reporting Persons Robert T. Dechant I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
670,087(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 223,360 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 12 of 42 |
| 1. | Names of Reporting Persons Enterprise Associates, LLC I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,977,149 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
|||
| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 13 of 42 |
| 1. | Names of Reporting Persons IMS Health, Inc. I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,977,149(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
|||
| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) These shares are held by Enterprise Associates, LLC, a subsidiary of IMS Health, Inc.
| CUSIP No. 125750109 | 13G | PAGE 14 of 42 |
| 1. | Names of Reporting Persons Vahram V. Erdekian I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
178,966(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
Less than 0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Consists of shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 15 of 42 |
| 1. | Names of Reporting Persons Sheila M. Flaherty I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
524,893 (1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 410,978 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 16 of 42 |
| 1. | Names of Reporting Persons Harding Holdings, Inc. I.R.S. Identification No. of Above Persons (Entities Only)
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Tennessee |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
2,288,601 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.5% |
|||
| 12. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 17 of 42 |
| 1. | Names of Reporting Persons Deborah A. Keeman I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
162,933(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
Less than 0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 127,311 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 18 of 42 |
| 1. | Names of Reporting Persons Jeremiah Kelly I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
137,727(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
Less than 0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Consists of shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 19 of 42 |
| 1. | Names of Reporting Persons Linwood A. Lacy I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive Power 617,148(1)
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
617,148(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 152,554 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 20 of 42 |
| 1. | Names of Reporting Persons Terence M. Leahy I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
3,894,763(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.8% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 2,499,393 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 21 of 42 |
| 1. | Names of Reporting Persons Stephen D.R. Moore I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,496,884(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.3% |
|||
| 12. | Type of Reporting Person*
|
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 238,905 shares held in trust for the benefit of Mr. Moore’s minor child, Alexander Moore. Mr. Moore disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
| CUSIP No. 125750109 | 13G | PAGE 22 of 42 |
| 1. | Names of Reporting Persons The Alexander S. Moore Trust Dtd. 6/5/96 I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Massachusetts |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
238,905 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 23 of 42 |
| 1. | Names of Reporting Persons The Abegail L. Moore Trust Dtd. 6/5/96 I.R.S. Identification No. of Above Persons (Entities Only)
|
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Massachusetts |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
238,900 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 24 of 42 |
| 1. | Names of Reporting Persons OCM Mezzanine Fund, L.P. I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,926,779 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
|||
| 12. | Type of Reporting Person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 25 of 42 |
| 1. | Names of Reporting Persons Oaktree Capital Management, LLC I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting
Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive
Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
1,926,779 (1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.4% |
|||
| 12. | Type of Reporting Person*
IA |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | Oaktree Capital Management, LLC (“Oaktree”), is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as the general partner of OCM Mezzanine Fund, L.P., a Delaware limited partnership (the “Mezzanine Fund”). The Mezzanine Fund is the direct beneficial owner of 1,926,779 shares of the issuer’s common stock. Oaktree is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton, and John B. Frank Each of such persons may be deemed a beneficial owner of the securities listed herein by virtue of such status as members of Oaktree. Except to the extent of their respective pecuniary interests therein, Oaktree and each such person disclaims beneficial ownership of the shares listed herein and the filing of this Schedule 13G shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Schedule 13G. |
| CUSIP No. 125750109 | 13G | PAGE 26 of 42 |
| 1. | Names of Reporting Persons Morton H. Rosenthal I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
6,212,930(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
1.3% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Certain of these shares have been pledged to Corporate Software, Inc. (or its successor) as collateral for indebtedness incurred by Mr. Rosenthal.
| CUSIP No. 125750109 | 13G | PAGE 27 of 42 |
| 1. | Names of Reporting Persons Samuel C. Sichko (as Trustee of the Murray 2003 Qualified Annuity Trust) I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
2,521,616(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.5% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) This statement shall not be construed as an admission that the trustee is the beneficial owner of the shares held in the trust and the trustee expressly disclaims beneficial ownership of the shares.
| CUSIP No. 125750109 | 13G | PAGE 28 of 42 |
| 1. | Names of Reporting Persons Watson Kendale Southerland I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
510,493(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 297,812 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 29 of 42 |
| 1. | Names of Reporting Persons Randy S. Stone I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
156,629(1) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
Less than 0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 156,629 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 30 of 42 |
| 1. | Names of Reporting Persons David A. Tanner I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
352,634 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% |
|||
| 12. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 167,521 shares issuable upon the exercise of options exercisable within 60 days of August 2, 2004.
| CUSIP No. 125750109 | 13G | PAGE 31 of 42 |
| 1. | Names of Reporting Persons The Murray 2003 Qualified Annuity Trust I.R.S. Identification No. of Above Persons (Entities Only)
|
|||
| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Massachusetts |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. Sole Voting
Power
| |
| 6. Shared Voting Power
| ||
| 7. Sole Dispositive
Power
| ||
| 8. Shared Dispositive Power
|
| 9. | Aggregate Amount Beneficially owned by Each Reporting Person
2,521,616 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row 9
0.5% |
|||
| 12. | Type of Reporting Person*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| CUSIP No. 125750109 | 13G | PAGE 32 of 42 |
Item 1(a). Name of Issuer:
CMGI, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
1100 Winter Street
Waltham, Massachusetts 02451
Item 2(a). Name of Person Filing:
This statement is being filed by R. Scott Murray, Timothy M. Adams, Bank of America Corporation, BankAmerica Investment Corporation, Fleet National Bank, Daniel F. Beck, Canpartners Investments IV, LLC, Canyon Capital Advisors, LLC, Rory J. Cowan, Robert T. Dechant, Enterprise Associates, LLC, IMS Health, Inc., Vahram V. Erdekian, Sheila M. Flaherty, Harding Holdings, Inc., Deborah A. Keeman, Jeremiah Kelly, Linwood A. Lacy, Terence M. Leahy, Stephen D.R. Moore, The Alexander S. Moore Trust Dtd. 6/5/96, The Abegail L. Moore Trust Dtd. 6/5/96, OCM Mezzanine Fund, L.P., Oaktree Capital Management, LLC, Morton H. Rosenthal, Samuel L. Sichko, W. Ken Southerland, Randy S. Stone, David A. Tanner and The Murray 2003 Qualified Annuity Trust (each a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 1.
Item 2(b). Address of Principal Business Office or, if None, Residence:
R. Scott Murray
108 Dover Road
Wellesley, MA 02482
Timothy M. Adams
130 Wilsondale Street
Westwood, MA 02090
BankAmerica Investment Corporation
Bank of America Corporation
Fleet National Bank
231 S. LaSalle Street
Chicago, IL 60697
Daniel F. Beck
58 Hollis Street
Groton, MA 01450
| CUSIP No. 125750109 | 13G | PAGE 33 of 42 |
Canpartners Investments IV, LLC
Canyon Capital Advisors, LLC
9665 Wilshire Boulevard
Suite 200
Beverly Hills, CA 90212
Rory J. Cowan
281 Fairhaven Hill Road
Concord, MA 01742
Robert T. Dechant
2 Shasta Drive
N. Reading, MA 01864
Enterprise Associates, LLC
IMS Health, Inc.
c/o Venkon Group LLC
325 Riverside Avenue
Westport, CT 06880
Vahram V. Erdekian
928 West Cliff Drive
Santa Cruz, CA 05060
Sheila M. Flaherty
177 Beacon Street, #4
Boston, MA 02116
| The | Alexander S. Moore Trust Dtd. 6/5/96 |
| The | Abegail L. Moore Trust |
Dtd. 6/5/96
c/o Kevin O’Shea
100 Federal Street
Boston, MA 02110
Harding Holdings, Inc.
4400 Harding Road
Nashville, TN 37205
Deborah A. Keeman
11 Emerson Road
E. Walpole, MA 02032
Jeremiah Kelly
8 Captain Ryder Road
S. Yarmouth, MA 02664
| CUSIP No. 125750109 | 13G | PAGE 34 of 42 |
Linwood A. Lacy
2304 Cranborne Road
Midlothian, VA 23113
Terence M. Leahy
27 Meriam Street
Lexington, MA 02420
Stephen D.R. Moore
10 West Bellevue Avenue
Cambridge, MA 02140
OCM Mezzanine Fund, L.P.
Oaktree Capital Management, LLC
1301 Avenue of the Americas
34th Floor
New York, NY 10019
Morton H. Rosenthal
49 Washington Avenue
Cambridge, MA 02140
Watson Kendale Southerland
3595 Canton Road
A-9 PMB 340
Marietta, GA 30066
Randy S. Stone
83 Viles Street
Weston, MA 02493
David A. Tanner
17 Windsor Road
Dover, MA 02030
The Murray 2003 Qualified Annuity Trust
Samuel C. Sichko, Trustee
585 Commercial Street
Boston, MA 02109-1024
Item 2(c). Citizenship:
The information contained in Item 6 of each of the cover pages hereto is incorporated by reference herein.
| CUSIP No. 125750109 | 13G | PAGE 35 of 42 |
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
125750 10 9
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is:
N/A
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially owned: |
This Schedule 13G is being filed on behalf of the Reporting Persons who, along with BCIP Associates, BCIP Trust Associates, L.P., BCIP Trust Associates II, BCIP Trust Associates II-B, BCM Capital Partners, L.P., J.P. Morgan Partners (BHCA), L.P., Information Partners, Nicholas G. Nomicos, Sankaty Credit Opportunities, L.P., Sankaty High Yield Partners II, L.P., and Sankaty High Yield Partners III, L.P. (the “Other Persons”), may be deemed as a group with respect to the ownership of the common stock of the issuer as a result of the Reporting Persons or their affiliates and the Other Persons being signatories to that certain Stock Transfer Agreement, dated as of March 23, 2004 and that certain Stockholder Selling Agreement, dated as of August 2, 2004. The Reporting Persons, together with the Other Persons, may be deemed to beneficially own in the aggregate 62,521,577 shares of common stock of the issuer.
Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Person that a group exists within the meaning of the Securities Exchange Act of 1934. Each Reporting Person disclaims beneficial ownership of common stock of the issuer directly beneficially owned by any other of the Reporting Persons or of the Other Persons except as noted in the cover pages hereto.
| (b) | Percent of class: |
The Reporting Persons, together with the Other Persons, may be deemed to beneficially own in the aggregate 13.2% of common stock of the issuer, based on the number of shares of common stock of the issuer outstanding
| CUSIP No. 125750109 | 13G | PAGE 36 of 42 |
as reported in the issuer’s Form 10-Q for the quarter ended April 30, 2004 plus 68.6 million shares to be issued on August 2, 2004 as reported in the issuer’s current report on Form 8-K dated August 2, 2004.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
Each Reporting Person possesses the sole power to vote or direct the vote of the number of shares referred to on the respective cover page for such reporting person.
| (ii) | Shared power to vote or to direct the vote: |
Each Reporting Person possesses shared power to vote or direct the vote of the number of shares referred to on the respective cover page for such reporting person.
| (iii) | Sole power to dispose or to direct the disposition of: |
Each Reporting Person possesses the sole power to dispose or direct the disposition of the number of shares referred to on the respective cover page for such reporting person.
| (iv) | Shared power to dispose or to direct the disposition of: |
Each Reporting Person possesses the shared power to dispose or direct the disposition of the number of shares referred to on the respective cover page for such reporting person.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
N/A
| CUSIP No. 125750109 | 13G | PAGE 37 of 42 |
Item 8. Identification of Members of the Group:
This Schedule 13G Statement is being filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of the Reporting Persons is set forth in Item 2(a) hereof and the identity of each of the Other Persons is set forth in Item 4(a) hereof.
Item 9. Notice of Dissolution of a Group:
N/A
Item 10. Certifications:
By signing below each of the the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 125750109 | 13G | PAGE 38 of 42 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.
| R. Scott Murray | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray | ||
| Timothy M. Adams | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Bank of America Corporation | ||
| By: |
/s/ Charles F. Bowman | |
| Charles F. Bowman, Senior Vice President | ||
| BankAmerica Investment Corporation | ||
| By: |
/s/ Julie Kunetka | |
| Julie Kunetka, Senior Vice President | ||
| Fleet National Bank | ||
| By: |
/s/ Kevin C. O’Shea | |
| Kevin C. O’Shea, Vice President | ||
| Daniel F. Beck | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| CUSIP No. 125750109 | 13G | PAGE 39 of 42 |
| Canpartners Investments IV, LLC | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Canyon Capital Advisors, LLC | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Rory J. Cowan | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Robert T. Dechant | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Enterprise Associates, LLC | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| IMS Health, Inc. | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Vahram V. Erdekian | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Sheila M. Flaherty | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| CUSIP No. 125750109 | 13G | PAGE 40 of 42 |
| The Alexander S. Moore Trust Dtd. 6/5/96 | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| The Abegail L. Moore Trust Dtd. 6/5/96 | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Harding Holdings, Inc. | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Deborah A. Keeman | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Jeremiah Kelly | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Linwood A. Lacy | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Terence M. Leahy | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| CUSIP No. 125750109 | 13G | PAGE 41 of 42 |
| Stephen D.R. Moore | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| OCM Mezzanine Fund, L.P. | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Oaktree Capital Management, LLC | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Nicholas G. Nomicos | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Morton H. Rosenthal | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Samuel L. Sichko | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| W. Ken Southerland | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| Randy S. Stone | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| CUSIP No. 125750109 | 13G | PAGE 42 of 42 |
| David A. Tanner | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
| The Murray 2003 Qualified Annuity Trust | ||
| By: |
/s/ R. Scott Murray | |
| R. Scott Murray, Attorney-In-Fact | ||
Exhibits
1. Joint Filing Agreement
2. Power of Attorney for each of the Reporting Persons other than Bank of America Corporation, BankAmerica Investment Corporation and Fleet National Bank
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and any amendments thereto, and agree that such Statement, as so filed, is filed on behalf of each of them, and that any amendments thereto will be filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
| /s/ Timothy M. Adams |
| Signature |
| Timothy M. Adams |
| Print Name |
| /s/ Daniel F. Beck |
| Signature |
| Daniel F. Beck |
| Print Name |
| Canpartners Investments IV, LLC |
| By: /s/ Joshua S. Friedman |
| Signature |
| Joshua S. Friedman, Managing Director |
| Print Name |
| Canyon Capital Advisors, LLC |
| /s/ Joshua S. Friedman |
| Signature |
| Joshua S. Friedman, Managing Director |
| Print Name |
| /s/ Rory J. Cowan |
| Signature |
| Rory J. Cowan |
| Print Name |
| /s/ Robert T. Dechant |
| Signature |
| Robert T. Dechant |
| Print Name |
| ENTERPRISE ASSOCIATES LLC |
| By: /s/ Venetia Kontogouris |
| Signature |
| Venetia Kontogouris |
| Print Name |
| IMS HEALTH INCORPORATED |
| By: /s/ Robert H. Steinfeld |
| Robert H. Steinfeld as Senior Vice President and Corporate Secretary |
| Print Name |
| /s/ Vahram Erdekian |
| Signature |
| Vahram Erdekian |
| Print Name |
| /s/ Sheila M. Flaherty |
| Signature |
| Sheila M. Flaherty |
| Print Name |
| FLEET NATIONAL BANK, TRUSTEE OF THE ABEGAIL L. MOORE TRUST | ||
| By: |
Kevin C. O’Shea, Vice President | |
| /s/ Kevin C. O’Shea | ||
| Signature | ||
| Kevin C. O’Shea | ||
| Print Name | ||
| FLEET NATIONAL BANK, TRUSTEE OF THE ALEXANDER S. MOORE TRUST | ||
| By: |
Kevin C. O’Shea, Vice President | |
| /s/ Kevin C. O’Shea | ||
| Signature | ||
| Kevin C. O’Shea | ||
| Print Name | ||
| HARDING HOLDINGS INC. | ||
| By: /s/ Mary K. Cavarra | ||
| Signature | ||
| Mary K. Cavarra., Vice President | ||
| Print Name | ||
| /s/ Deborah A. Keeman | ||
| Signature | ||
| Deborah A. Keeman | ||
| Print Name | ||
| /s/ Jeremiah Kelly | ||
| Signature | ||
| Jeremiah Kelly | ||
| Print Name | ||
| /s/ Linwood A. Lacy, Jr. |
| Signature |
| Linwood A. Lacy, Jr. |
| Print Name |
| /s/ Terence M. Leahy |
| Signature |
| Terence M. Leahy |
| Print Name |
| /s/ Stephen D.R. Moore |
| Signature |
| Stephen D.R. Moore |
| Print Name |
| /s/ R. Scott Murray |
| Signature |
| R. Scott Murray |
| Print Name |
| OCM MEZZANINE FUND, L.P. | ||
| By: |
Oaktree Capital Management, LLC, general partner | |
| By: Robert E. Davis | ||
| /s/ Robert E. Davis | ||
| Signature | ||
| Robert E. Davis | ||
| Print Name | ||
| By: William B. Sacher | ||
| /s/ William B. Sacher | ||
| Signature | ||
| William B. Sacher | ||
| Print Name | ||
| Oaktree Capital Management, LLC |
| By: /s/ William Casperson |
| Signature |
| William Casperson, Managing Director |
| Print Name |
| By: /s/ William B. Sacher |
| Signature |
| William B. Sacher, Managing Director |
| Print Name |
| /s/ Morton H. Rosenthal |
| Signature |
| Morton H. Rosenthal |
| Print Name |
| /s/ Samuel C. Sichko |
| Signature |
| Samuel C. Sichko |
| Print Name |
| The Murray 2003 Qualified Annuity Trust |
| By: /s/ Samuel C. Sichko |
| Signature |
| Samuel C. Sichko, Trustee |
| Print Name |
| /s/ W. Ken Southerland |
| Signature |
| W. Ken Southerland |
| Print Name |
| /s/ Randy Stone |
| Signature |
| Randy Stone |
| Print Name |
| /s/ D.A. Tanner |
| Signature |
| David A. Tanner |
| Print Name |
Exhibit 2
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July, 2004.
| /s/ Timothy M. Adams |
| Signature |
| Timothy M. Adams |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Daniel F. Beck |
| Signature |
| Daniel F. Beck |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July, 2004.
| Canpartners Investments IV, LLC |
| /s/ Joshua S. Friedman |
| Signature |
| Joshua S. Friedman |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July, 2004.
| Canyon Capital Advisors, LLC |
| /s/ Joshua S. Friedman |
| Signature |
| Joshua S. Friedman, Managing Director |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Rory J. Cowan |
| Signature |
| Rory J. Cowan |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Robert T. Dechant |
| Signature |
| Robert T. Dechant |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2004.
| ENTERPRISE ASSOCIATES LLC | ||
| By: |
/s/ Venetia Kontogouris | |
| Signature | ||
| Venetia Kontogouris | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2004.
| IMS Health Incorporated | ||
| By: |
/s/ Robert H. Steinfeld | |
| Robert H. Steinfeld as Senior Vice President and Corporate Secretary | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Vahram Erdekian |
| Signature |
| Vahram Erdekian |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Sheila M. Flaherty |
| Signature |
| Sheila M. Flaherty |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| FLEET NATIONAL BANK, TRUSTEE OF THE ABEGAIL L. MOORE TRUST | ||
| By: |
Kevin C. O’Shea, Vice President | |
| /s/ Kevin C. O’Shea | ||
| Signature | ||
| Kevin C. O’Shea | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| FLEET NATIONAL BANK, TRUSTEE OF THE ALEXANDER S. MOORE TRUST | ||
| By: |
Kevin C. O’Shea, Vice President | |
| /s/ Kevin C. O’Shea | ||
| Signature | ||
| Kevin C. O’Shea | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of July, 2004.
| HARDING HOLDINGS INC. | ||
| By: |
Mary K. Cavarra, Vice President | |
| /s/ Mary K. Cavarra | ||
| Signature | ||
| Mary K. Cavarra | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Deborah A. Keeman |
| Signature |
| Deborah A. Keeman |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2004.
| /s/ Jeremiah Kelly |
| Signature |
| Jeremiah Kelly |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Linwood A. Lacy, Jr. |
| Signature |
| Linwood A. Lacy, Jr. |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of July, 2004.
| /s/ Terence M. Leahy |
| Signature |
| Terence M. Leahy |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Stephen D.R. Moore |
| Signature |
| Stephen D.R. Moore |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ R. Scott Murray |
| Signature |
| R. Scott Murray |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| OCM MEZZANINE FUND, L.P. | ||
| By: |
Oaktree Capital Management, LLC, general partner | |
| By: |
/s/ Robert E. Davis | |
| Signature | ||
| Robert E. Davis, Managing Director | ||
| Print Name | ||
| By: |
/s/ William B. Sacher | |
| Signature | ||
| William B. Sacher, Managing Director | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July, 2004.
| Oaktree Capital Management, LLC | ||
| By: |
/s/ William Casperson | |
| Signature | ||
| William Casperson, Managing Director | ||
| Print Name | ||
| By: |
/s/ William B. Sacher | |
| Signature | ||
| William B. Sacher, Managing Director | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Morton H. Rosenthal | ||
| Signature | ||
| Morton H. Rosenthal | ||
| Print Name | ||
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Samuel C. Sichko |
| Signature |
| Samuel C. Sichko |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| The Murray 2003 Qualified Annuity Trust |
| /s/ Samuel C. Sichko |
| Signature |
| Samuel C. Sichko, Trustee |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of July, 2004.
| /s/ W. Ken Southerland |
| Signature |
| W. Ken Southerland |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ Randy Stone |
| Signature |
| Randy Stone |
| Print Name |
LIMITED POWER OF ATTORNEY
FOR SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette and Thomas Rosedale, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as member of a group that is a 5% stockholder of CMGI, Inc. (the “Company”), Schedule 13D or Schedule 13G, as the case may be (including any amendments thereto), in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, as the case may be, in the undersigned’s capacity as a member of a group that is a 5% stockholder of the Company, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of August, 2004.
| /s/ D.A. Tanner |
| Signature |
| David A. Tanner |
| Print Name |