Bruce D. Meyer, a partner in Gibson, Dunn & Crutcher's Los Angeles office, is a member of the firm's Corporations Department. Mr. Meyer has extensive experience in mergers, acquisitions and divestitures of business entities, corporate securities matters, formation of partnerships, joint ventures and strategic alliances and international business transactions. Mr. Meyer joined Gibson, Dunn & Crutcher in 1970 following his graduation from the University of Illinois School of Law with high honors. From 1973 to 1979, Mr. Meyer was vice president and assistant general counsel of Whittaker Corp. of Los Angeles, a diversified manufacturer listed on the New York Stock Exchange. Mr. Meyer rejoined Gibson, Dunn & Crutcher in 1979 as a partner and was one of the founders of the firm's London office in 1979. In 1981, he founded the firm's office in Riyadh, Saudi Arabia, where he was resident until his return to Los Angeles in 1983.

Mr. Meyer has handled a wide variety of significant business transactions, including the following:

Represented Aurora Capital Group in its formation of three private equity buy-out funds and its most recent special situations fund with total committed capital of $2.1 billion. Represented Aurora Capital in more than 100 acquisitions made by Aurora Capital and its portfolio companies, including the acquisitions or "leveraged build ups" of Coast Gas Industries, Inc.; Rollerbearing Company of America, Inc.; Aftermarket Technology Corp.; Associated British Industries Plc and Petrowax PA; Newport Media, Inc.; Impaxx, Inc.; Western Nonwovens, Inc.; Tartan Textile Services, Inc.; Quality Distribution Service Partners, Inc.; ADCO Global, Inc.; United Plastics Group, Inc.; Autocam Corporation; Anthony Industries, Inc.; Douglas Dynamics LLC; K&F Industries, Inc.; Axia, Inc.; and Mitchell Industries, Inc.

Represented Aurora Capital Group. and its portfolio companies in connection with the sales of Coast Gas Industries, Inc.; Rollerbearing Company of America, Inc.; Petrowax PA; Newport Media, Inc.; Western Nonwovens, Inc.; Autocam Corporation; Aftermarket Technology Corp.; Fleetpride, Inc.; and K&F Industries, Inc..

Represented Nortel Networks Corporation in connection with:

providing $1.25 billion of vendor financing to VoiceStream Wireless Corporation and its affiliates, including a $750 million senior secured credit facility, a $400 million senior note offering and a $100 million subordinated note offering;

transactions establishing strategic alliances with or investments in various Silicon Valley producers of telecommunications - related software and establishment of distribution and technical licensing arrangements in connection therewith; and

various strategic acquisitions of telecommunications companies valued at more than $6.0 billion.

Represented CIFRA S.A. de C.V. (the largest retailer in Mexico) in connection with the acquisition by Wal-Mart, Inc. of a controlling interest in CIFRA in a cross-border tender offer valued at $4.1 billion.

Represented a joint venture consisting of Lockheed Corporation and Martin Marietta Inc. in their efforts to acquire LTV Aerospace and Defense Company out of bankruptcy in a transaction valued at over $1 billion.

Represented the management team of Metro-Goldwyn-Mayer Inc. ("MGM") in connection with the management-led buyout of MGM from an agency of the French government for a cash purchase price of $1.3 billion. Represented MGM in connection with:

the acquisition of Orion Pictures Corporation from Metromedia International Group, Inc. in a transaction valued at $575 million;

the acquisition of the film library of Polygram Filmed Entertainment in a transaction valued at $235 million;

the re-acquisition of a video rights library from Warner Home Video in a transaction valued at $225 million;

MGM's initial public offering of $250 million of common stock; and

two rights offerings pursuant to which MGM raised over $1.0 billion of additional equity capital.

Represented Amazon.com, Inc. in connection with:

establishment of a strategic relationship with AOL-Time Warner, Inc. and a concurrent registered sale of $100 million of Amzaon.com's common stock to AOL-Time Warner;

various public offerings of securities by Amazon.com; and

various merger and acquisition transactions.

Represented Astor Corporation in its acquisitions of Petrowax P.A., Associated British Industries PLC and ADCO Technologies, Inc. and the refinancing of Astor Corporation required in connection therewith, including the issuance of $110 million principal amount of Senior Subordinated Notes pursuant to Rule 144A under the Securities Act of 1933; represented Astor Corporation in connection with its sale to AlliedSignal Inc. (price not disclosed).

Represented Gilliam, Joseph & Littlejohn in its leveraged acquisition of and the public offerings of Senior Subordinated Notes by Rexene Chemical Corporation ($475 million) and the acquisition and disposition of Polymer Corporation (price undisclosed).

Represented committees of independent directors of Norwood Promotional Products, Inc., American Medical International, GTI Corporation, Redkin Laboratories, Inc., Beverly Enterprises, Inc. and La Cadena Foods, Inc. in connection with change of control or change of management transactions.

Represented various underwriters in connection with sales of common stock or high-yield debt by various issuers, including GlenFed Inc.; Players International Inc.; United Gaming, Inc.; Cinergi Pictures Entertainment, Inc.; and Live Entertainment Inc.

Represented Gibbons, Green Van Amerongen in its acquisition of Foodmaker Inc. and its Jack-in-the-Box chain of restaurants ($450 million) and the subsequent acquisition of Chi Chi's, Inc. ($200 million). Represented Foodmaker Inc. in connection with its issuances of $300 million of its 13% Senior Subordinated Notes and $300 million of its 14 1/4% Senior Subordinated Notes and in connection with its initial public offering of common stock.

Represented a joint venture that purchased a controlling interest in the Los Angeles Kings from Bruce P. McNall following his personal bankruptcy ($90 million). Representation included negotiation and documentation of the joint venture relationships among the principals. Represented The Los Angeles Kings in its subsequent sale out of bankrutpcy.

Represented H. F. Ahmanson & Co. in its acquisition of Bowery Savings Bank ($2.3 billion of assets acquired) and in numerous underwritten public offerings of debt and equity securities. Also represented H. F. Ahmanson & Co. and Home Savings of America F.A. in connection with a bulk sale of $1.3 billion of non-performing loans.

Represented GlenFed Inc. in its acquisition of Guarantee Financial Corporation ($2.2 billion of assets acquired); HonFed Inc. in its sale to BankAmerica Corporation (price undisclosed); and First Interstate Bank of Hawaii in its sale to First Hawaiian Inc. (price undisclosed).

Represented Security Pacific National Bank in its financing of the leveraged acquisition of Earle M. Jorgenson Company and Kilsby-Roberts Co. ($475 million).

Represented Guidance Solutions, Inc., an internet website developer, in raising venture capital financing of approximately $50 million and the establishment of its joint venture interests in ten e-commerce websites.