Number of | ||||||||||||||||||||||||
Number of | Shares of | Number of | ||||||||||||||||||||||
Shares of | Series B | Number of | Shares of | |||||||||||||||||||||
Series B | Number of | Preferred | Shares of | Common | ||||||||||||||||||||
Preferred | Shares of | Stock to be | Common | Number of | Stock to be | |||||||||||||||||||
Stock | Series B | Owned | Stock | Share of | Owned | |||||||||||||||||||
Beneficially | Preferred | After | Beneficially | Common | After | |||||||||||||||||||
Owned | Stock Being | Completion | Owned | Stock Being | Completion | |||||||||||||||||||
Prior to the | Offered | of the | Prior to the | Offered | of the | |||||||||||||||||||
Offering | Hereby | Offering | Offering* | Hereby* | Offering | |||||||||||||||||||
AHFP Context (1) |
14,075 | 14,075 | — | 22,444 | 22,444 | — | ||||||||||||||||||
Altma Fund Sicav PLC in Respect of the
Grafton Sub Fund (1) |
18,512 | 18,512 | — | 29,519 | 29,519 | — | ||||||||||||||||||
1
Number of | ||||||||||||||||||||||||
Number of | Shares of | Number of | ||||||||||||||||||||||
Shares of | Series B | Number of | Shares of | |||||||||||||||||||||
Series B | Number of | Preferred | Shares of | Common | ||||||||||||||||||||
Preferred | Shares of | Stock to be | Common | Number of | Stock to be | |||||||||||||||||||
Stock | Series B | Owned | Stock | Share of | Owned | |||||||||||||||||||
Beneficially | Preferred | After | Beneficially | Common | After | |||||||||||||||||||
Owned | Stock Being | Completion | Owned | Stock Being | Completion | |||||||||||||||||||
Prior to the | Offered | of the | Prior to the | Offered | of the | |||||||||||||||||||
Offering | Hereby | Offering | Offering* | Hereby* | Offering | |||||||||||||||||||
Barclay’s Global Distribution Bonds(4) |
10,300 | 10,300 | — | 16,424 | 16,424 | — | ||||||||||||||||||
Bear, Stearns & Co. Inc.(5) |
116,991 | 116,991 | — | 186,554 | 186,554 | — | ||||||||||||||||||
BP Amoco PLC
Master Trust(6) |
10,397 | 10,397 | — | 16,579 | 16,579 | — | ||||||||||||||||||
Canadian
Imperial Holdings Inc.(19) |
109,300 | 109,300 | — | 174,290 | 174,290 | — | ||||||||||||||||||
Castle
Convertible Fund, Inc.(7) |
20,000 | 20,000 | — | 31,892 | 31,892 | — | ||||||||||||||||||
Columbia Convertible Securities Fund(8) |
39,760 | 39,760 | — | 63,401 | 63,401 | — | ||||||||||||||||||
Context Advantage Fund, L.P.(1) |
4,700 | 4,700 | — | 7,495 | 7,495 | — | ||||||||||||||||||
Context
Advantage Master Fund, L.P.(1) |
43,412 | 43,412 | — | 69,225 | 69,225 | — | ||||||||||||||||||
Context Offshore Advantage Fund, Ltd.(1) |
28,782 | 28,782 | — | 45,896 | 45,896 | — | ||||||||||||||||||
Convertible Securities Fund(8) |
240 | 240 | — | 383 | 383 | — | ||||||||||||||||||
Credit
Suisse Securities (Europe Limited)(9) |
125,000 | 125,000 | — | 199,325 | 199,325 | — | ||||||||||||||||||
Deutsche
Bank AG London(10) |
275,000 | 275,000 | — | 438,515 | 438,515 | — | ||||||||||||||||||
Deutsche
Bank Securities, Inc.(11) |
150,100 | 150,100 | — | 239,350 | 239,350 | — | ||||||||||||||||||
Equitec Group, LLC(12) |
25,000 | 25,000 | — | 39,865 | 39,865 | — | ||||||||||||||||||
Fidelity
Financial Trust: Fidelity Convertible Securities Fund(13) |
93,500 | 93,500 | — | 149,095 | 149,095 | — | ||||||||||||||||||
Finch Tactical Plus Class B(1) |
2,336 | 2,336 | — | 3,724 | 3,724 | — | ||||||||||||||||||
Highbridge International LLC(14) |
246,500 | 246,500 | — | 393,069 | 393,069 | — | ||||||||||||||||||
Hotel Union & Hotel Industry of Hawaii Pension Plan(6) |
1,563 | 1,563 | — | 2,492 | 2,492 | — | ||||||||||||||||||
ICVC Global
Balanced Income Fund(4) |
7,700 | 7,700 | — | 12,278 | 12,278 | — | ||||||||||||||||||
Institutional Benchmarks Series (Master
Feeder) Limited in Respect of Alcor Series(1) |
2,183 | 2,183 | — | 3,481 | 3,481 | — |
2
Number of | ||||||||||||||||||||||||
Number of | Shares of | Number of | ||||||||||||||||||||||
Shares of | Series B | Number of | Shares of | |||||||||||||||||||||
Series B | Number of | Preferred | Shares of | Common | ||||||||||||||||||||
Preferred | Shares of | Stock to be | Common | Number of | Stock to be | |||||||||||||||||||
Stock | Series B | Owned | Stock | Share of | Owned | |||||||||||||||||||
Beneficially | Preferred | After | Beneficially | Common | After | |||||||||||||||||||
Owned | Stock Being | Completion | Owned | Stock Being | Completion | |||||||||||||||||||
Prior to the | Offered | of the | Prior to the | Offered | of the | |||||||||||||||||||
Offering | Hereby | Offering | Offering* | Hereby* | Offering | |||||||||||||||||||
JMG Capital
Partners, LP(15) |
175,000 | 175,000 | — | 279,055 | 279,055 | — | ||||||||||||||||||
KdC
Convertible Arbitrage Fund L.P.(16) |
100,000 | 100,000 | — | 159,460 | 159,460 | — | ||||||||||||||||||
Lyxor/Context
Fund Ltd.(1)(17) |
7,150 | 7,150 | — | 11,401 | 11,401 | — | ||||||||||||||||||
Mill River
Master Fund, L.P.(18) |
20,000 | 20,000 | — | 31,892 | 31,892 | — | ||||||||||||||||||
Silvercreek
II Limited(3) |
9,875 | 9,875 | — | 15,747 | 15,747 | — | ||||||||||||||||||
Silvercreek
Limited Partnership(3) |
15,125 | 15,125 | — | 24,118 | 24,118 | — | ||||||||||||||||||
The City of
Southfield Fire & Police Retirement System(6) |
386 | 386 | — | 616 | 616 | — | ||||||||||||||||||
The Estate
of James Campbell CH(6) |
1,410 | 1,410 | — | 2,248 | 2,248 | — | ||||||||||||||||||
The Estate
of James Campbell EST 2(6) |
6,799 | 6,799 | — | 10,842 | 10,842 | — | ||||||||||||||||||
United
Technologies Corporation Master Retirement Trust(6) |
3,921 | 3,921 | — | 6,252 | 6,252 | — | ||||||||||||||||||
Viacom Inc.
Pension Plan Master Trust(6) |
524 | 524 | — | 836 | 836 | — | ||||||||||||||||||
Total
(20) |
1,685,541 | 1,685,541 | — | 2,687,764 | 2,687,764 | — | ||||||||||||||||||
* | Includes Common Stock issuable upon conversion of the Series B Preferred Stock at a conversion rate of 1.5946 shares of Common Stock per share of Series B Preferred Stock. |
3
(1)
|
Representatives of the securityholder have advised us that voting and dispositive powers with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder are held by Michael S. Rosen, Chief Executive Officer and Co-Chairman and William D. Fertig, CIO and Co-Chairman, respectively, of Context Capital Management, LLC, the investment advisor of the securityholder. | |
(2)
|
This securityholder has advised us that voting and dispositive power with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock is held by Michael Kao, Chief Executive Officer of Akanthos Capital Management, LLC, the general partner of Akanthos Arbitrage Master Fund, L.P. This securityholder owns 103,980 shares of our Common Stock in addition to the Common Stock issuable upon conversion of the Series B Preferred Stock. | |
(3) | Representatives of the securityholder have advised us that voting and dispositive powers with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder are held by Louise Morwick and Bryn Joynt, President and Vice President, respectively, of Silvercreek Management Inc., the investment advisor of the securityholder. | |
(4) |
Representatives of the securityholder have advised us that voting and dispositive power with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is held by David Clott. | |
(5)
|
This securityholder has advised us that it is a U.S. registered broker-dealer. As such, the securityholder is, under the interpretation of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933, as amended. Please see “Plan of Distribution” for required disclosure regarding this securityholder. Voting and dispositive power with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is held by Michael Loyd, Senior Managing Director of the securityholder. | |
(6)
|
Representatives of this securityholder have advised us that voting and dispositive powers with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder are held by John Gottfurcht, George Douglas and Amy Jo Gottfurcht, principals of SSI Investment Management Inc., the investment advisor of this securityholder. | |
(7)
|
Castle Convertible Fund, Inc. advised us that it is an affiliate of a U.S. registered broker-dealer; however, Castle Convertible Fund, Inc. has advised us that it acquired the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock and the Common Stock issuable upon conversion of the Series B Preferred Stock. Voting and dispositive power with respect to the Series B Preferred Stock and the Common Stock issuable upon conversion of the Series B Preferred Stock is held by John A. Curry, Vice President and Portfolio Manager. | |
(8)
|
This securityholder has advised us that voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is held by Yanfang (Emma) Yan, Portfolio Manager of the securityholder. | |
(9)
|
This securityholder has advised us that it is a U.S. registered broker-dealer. As such, the securityholder is, under the interpretation of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933, as amended. Please see “Plan of Distribution” for required disclosure regarding this securityholder. Voting and dispositive power with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is held by Gerry Murtash. |
(10)
|
This securityholder has advised us that it is an affiliate of a U.S. registered broker-dealer; however, the securityholder acquired the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock. Voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock is held by Patrick Corrigan, Director of the securityholder. | |
(11)
|
This securityholder has advised us that it is a U.S. registered broker-dealer. As such, the securityholder is, under the interpretation of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933, as amended. Please see “Plan of Distribution” for required disclosure regarding this selling securityholder. This securityholder is a publicly traded corporation. | |
(12)
|
This securityholder has advised us that voting and dispositive powers with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock are held by John LaRocque and Daniel Asher, beneficial owners of the securityholder. | |
(13) |
This securityholder has advised us it is an affiliate of a U.S. registered broker-dealer; however, it has advised us that it acquired the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock or the Common Stock issuable upon conversion of the Series B Preferred Stock. This securityholder is a registered investment fund advised by Fidelity Management & Research Company (“FMR Co.”). Edward C. Johnson 3d, FMR Corp., through its control of FMR Co., and the securityholder each has sole power to dispose of the Series B Preferred Stock or the Common Stock issuable upon conversion of the Series B Preferred Stock owned by the securityholder. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the Series B Preferred Stock or the Common Stock issuable upon conversion of the Series B Preferred Stock owned by the securityholder, which power resides with the securityholder’s Board of Trustees. | |
(14)
|
This securityholder has advised us that Highbridge Capital Management, LLC is the trading manager of this securityholder and consequently has voting control and investment discretion over the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder. Glenn Dubin and Henry Swieca control Capital Management, LLC and are the natural persons with voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder. Each of Capital Management, LLC, Mr. Dubin and Mr. Swieca disclaims beneficial ownership of securities held by this securityholder | |
(15)
|
This securityholder has advised us that voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock held by this securityholder is held by Jonathan M. Glaser. | |
(16) |
This securityholder has advised us that it is an affiliate of a U.S. registered broker-dealer; however, it acquired the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock. Voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is held by Kellner DiLeo & Company, LLC, the general partner of the securityholder. The natural person with voting and dispositive power with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder is Glen Friedman. | |
(17)
|
Representatives of this securityholder have advised us that it is an affiliate of a U.S. registered broker-dealer; however, it acquired the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock. | |
(18)
|
Representatives of the securityholder have advised us that Mill River Master Fund, L.P. is an affiliate of a U.S. registered broker-dealer; however, it acquired the Series B Preferred Stock in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock. Voting and dispositive powers with respect to the Series B Preferred Stock or our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder are held by Clifford M. Noreen and Patrick J. Joyce, Portfolio Managers of Babson Capital Management LLC, the sole member of the general partner of the securityholder. | |
(19) | Representatives of the securityholder have advised us that voting and dispositive powers with respect to the Series B Preferred Stock and our Common Stock issuable upon conversion of the Series B Preferred Stock held by this securityholder are held by Barry Garner and Andrew Henry, Executive Director and Director, respectively, of the securityholder. | |
(20) |
The total amount of Series B Preferred Stock accounted for in the table is 1,685,541. The selling securityholders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act or otherwise, some or all of the Series B Preferred Stock or shares of our Common Stock since the date on which the information in the above table was provided to us. Because the selling securityholders may offer all or some of their shares of Series B Preferred Stock or the shares of our Common Stock issuable upon conversion of the Series B Preferred Stock from time to time, we cannot determine the number of shares of our Series B Preferred Stock or our Common Stock that will be held by the selling securityholders upon the termination of any particular offering by such selling securityholder. Please refer to “Plan of Distribution” in the prospectus. |