* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On November 10, 2006, the Reporting Person reached an understanding with certain of D. E. Shaw Laminar Portfolios, L.L.C.,
D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Investment Management, L.L.C., D. E. Shaw & Co., L.P.,
D. E. Shaw & Co., L.L.C., Mr. David E. Shaw and and/or one or more of their affiliates (all of the foregoing collectively,
the "Other Group Members") to make a joint bid to acquire all of the outstanding Common Stock not currently owned by the
Reporting Person and the Other Group Members. In accordance with this understanding, a letter was sent to the Board of
Directors of the Issuer proposing to acquire by merger all of the outstanding shares of Common Stock not owned by the
Reporting Person and the Other Group Members (the "Proposal Letter") for $21 per share in cash. (Continued in footnote 2) |
(2) |
Solely as a result of this understanding and the subsequent Proposal Letter, the Reporting Person and the Other Group Members
may be deemed to be a group for the reporting purposes of this Form 3. |
(3) |
The number of shares reported in Table I of this Form 3 excludes the 1,219,900 shares of common stock ("Common Stock"), par
value $.001 per share, of the Issuer beneficially owned by the Other Group Members and includes only the shares of Common
Stock beneficially owned by the Reporting Person. If the shares owned by the Other Group Members were included, the
aggregate amount deemed to be beneficially owned by the Other Group Members and the Reporting Person would represent 14.6%.
The Other Group Members disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting
Person, and the Reporting Person disclaims any pecuniary interest in the shares of Common Stock beneficially owned by the
Other Group Members. |
(4) |
In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially
owned by Ian Bruce Eichner is reported herein. |