0000919574-05-000086.txt : 20120628
0000919574-05-000086.hdr.sgml : 20120628
20050114145355
ACCESSION NUMBER: 0000919574-05-000086
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050114
DATE AS OF CHANGE: 20050114
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ORBIMAGE INC
CENTRAL INDEX KEY: 0001040570
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 541660268
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-61155
FILM NUMBER: 05530442
BUSINESS ADDRESS:
STREET 1: 21700 ATLANTIC BLVD
CITY: DULLES
STATE: VA
ZIP: 20166
BUSINESS PHONE: 7034807500
MAIL ADDRESS:
STREET 1: 21700 ATLANTIC BLVD
CITY: DULLES
STATE: VA
ZIP: 20166
FORMER COMPANY:
FORMER CONFORMED NAME: ORBITAL IMAGING CORP
DATE OF NAME CHANGE: 19980318
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD
CENTRAL INDEX KEY: 0001233563
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: C/O INTERNATIONAL FUND SERVICES
STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL
CITY: DUBLIN IRELAND
STATE: L2
ZIP: 00000
BUSINESS PHONE: 2125216972
MAIL ADDRESS:
STREET 1: C/O INTERNATIONAL FUND SERVICES
STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL
CITY: DUBLIN IRELAND
STATE: L2
ZIP: 00000
SC 13D
1
d537032_13-d.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Orbimage Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
68555Y101
--------------------------------------------------------------------------------
(CUSIP Number)
Joel Piassick
555 Madison Avenue, 16th Floor
New York, New York 10022
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 2004
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Distressed Investment Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,173,059
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,173,059
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,173,059
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Distressed Investment Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,173,059
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,173,059
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,173,059
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,208,979
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,208,979
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,208,979
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,208,979
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,208,979
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,208,979
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,208,979
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,208,979
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,208,979
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 68555Y101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,208,979
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,208,979
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,208,979
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 68555Y101
---------------------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
Orbimage Inc. (the "Issuer"), Common Stock, $.01 par value (the "Shares")
The address of the issuer is 21700 Atlantic Boulevard, Dulles, Virginia
20166.
--------------------------------------------------------------------------------
Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Harbert Distressed Investment Master
Fund, Ltd. (the "Master Fund"), HMC Distressed Investment Offshore Manager,
L.L.C., ("HMC Management"), the sole investment manager of the Master Fund, HMC
Investors, L.L.C., ("HMC Investors") the managing member of both HMC Management
and the investment manager of Harbert Event Driven Master Fund, Ltd., Philip
Falcone, a member of HMC Management who acts as the portfolio manager of the
Master Fund on behalf of HMC Management and is the portfolio manager of Alpha US
Sub Fund VI, LLC ("Alpha"), Raymond J. Harbert, a member of HMC Investors, and
Michael D. Luce, a member of HMC Investors (each of the Master Fund, HMC
Management, HMC Investors, Philip Falcone, Raymond J. Harbert and Michael D.
Luce may be referred to herein as a "Reporting Person" and collectively may be
referred to as "Reporting Persons").
The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of HMC Management and
HMC Investors is a Delaware limited liability company. Each of Philip Falcone,
Raymond J. Harbert and Michael D. Luce is a United States citizen. The principal
business address for each of HMC Management and Philip Falcone is 555 Madison
Avenue, 16th Floor, New York, New York 10022. The principal business address for
each of HMC Investors, Raymond J. Harbert and Michael D. Luce is One Riverchase
Parkway South, Birmingham, Alabama 35244. Alpha is a Delaware limited liability
company. Alpha is a separately managed account. Harbert Event Driven Master
Fund, Ltd. is a Cayman Islands corporation.
(d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
4,173,059 Shares.
As of the date hereof HMC Management may be deemed to beneficially own 4,173,059
Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 4,208,979
Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 4,208,979
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
4,208,979 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
4,208,979 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
The Reporting Persons have no plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 4,173,059 Shares, constituting 37.6% of the Shares of the Issuer, based
upon 11,087,225* Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,173,059 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,173,059 Shares.
(a, b) As of the date hereof, HMC Management may be deemed to be the beneficial
owner of 4,173,059 Shares, constituting 37.6% of the Shares of the Issuer, based
upon 11,087,225* Shares outstanding as of the date of this filing.
HMC Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,173,059 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,173,059 Shares.
HMC Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
-------------------------------------------------------------------------
* The number of outstanding shares is based on the 9,906,517 shares the Company
reported outstanding as of November 30, 2004, adjusted for warrants held by the
Reporting Persons.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 4,208,979 Shares, constituting 38.0% of the Shares of the Issuer, based
upon 11,087,225* Shares outstanding as of the date of this filing.
HMC Investors has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,208,979 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,208,979 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 4,208,979 Shares, constituting 38.0% of the Shares of the Issuer, based
upon 11,087,225* Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 4,208,979 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,208,979 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 4,208,979 Shares, constituting 38.0% of the Shares of the
Issuer, based upon 11,087,225* Shares outstanding as of the date of this filing.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 4,208,979 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,208,979 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 4,208,979 Shares, constituting 38.0% of the Shares of the Issuer, based
upon 11,087,225* Shares outstanding as of the date of this filing.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 4,208,979 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 4,208,979 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons are set forth in
Exhibit B.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbert Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
/s/ Raymond J. Harbert
---------------------
Raymond J. Harbert
/s/ Michael D. Luce
---------------------
Michael D. Luce
January 14, 2005
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated January 14, 2005 relating to
the Common Stock, $.01 par value of Orbimage Inc. shall be filed on behalf of
the undersigned.
Harbert Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
-------------------------
/s/ Philip Falcone
-------------------------
Philip Falcone
/s/ Raymond J. Harbert
-------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-------------------------
Michael D. Luce
January 14, 2005
Exhibit B
Transactions in the Common Stock
--------------------------------
TRANSACTIONS BY HARBERT DISTRESSED INVESTMENT MASTER FUND
Transactions in Common Stock
Date of Number of Shares Price of Shares
Transaction Purchase/(Sold)
9/13/04 25,480 6.55
9/14/04 9,800 6.50
9/23/04 4,900 7.00
9/27/04 24,500 7.23
9/28/04 19,600 8.25
9/29/04 124,000 7.94
9/29/04 24,500 7.88
9/30/04 98,000 7.75
9/30/04 124,950 7.87
9/29/04 24,500 8.25
9/30/04 24,500 7.88
9/30/04 (24,500) 17.00
10/4/04 90,160 16.27
10/5/04 15,000 15.00
10/5/04 3,430 15.00
10/6/04 29,400 15.50
10/8/04 44,100 14.50
10/11/04 980 14.00
10/14/04 4,900 14.50
10/26/04 12,740 14.30
10/26/04 5,880 14.00
11/3/04 84,713 13.50
11/10/04 276,270 14.00
11/16/04 611,190 ****
11/16/04 50,000 10.00 (Shares received as
consideration for standby
commitment to purchase the
Issuer's debt securities)
11/17/04 3,235 14.67
11/18/04 3,820 14.98
11/19/04 980 15.30
12/2/04 291,705 *****
**** - The securities are included within 611,190 Units purchased by the Master
Fund pursuant to a private transaction for $10.00 per Unit. Each Unit consists
of one share or common stock and one warrant to purchase one share of common
stock.
***** - The securities are included within 291,705 Units purchased by the Master
Fund pursuant to a private transaction for $10.00 per Unit. Each Unit consists
of one share or common stock and one warrant to purchase one share of common
stock.
Transactions in Warrants
Date of Number of Shares Price of Shares
Transaction Purchase/(Sold)
11/16/04 611,190 ****
11/16/04 277,813 10.00 (Warrants received
as consideration for
commitment to backstop
the issuance of Issuer's
securities)
12/2/04 291,705 *****
TRANSACTIONS BY ALPHA US SUB FUND VI, LLC
Transactions in Common Stock
Date of Number of Shares Price of Shares
Transaction Purchase/(Sold)
9/13/04 520 6.55
9/14/04 200 6.50
9/23/04 100 7.00
9/27/04 500 7.23
9/28/04 400 8.25
9/29/04 2,000 7.94
9/29/04 500 8.25
9/29/04 500 7.88
9/30/04 500 7.88
9/30/04 2,000 7.75
9/30/04 2,550 7.87
9/30/04 (500) 17.00
10/4/04 1,840 16.27
10/5/04 70 15.00
10/6/04 600 15.50
10/8/04 900 14.50
10/11/04 20 14.00
10/26/04 260 14.30
10/26/04 120 14.00
11/3/04 1,730 13.50
11/10/04 5,640 14.00
11/17/04 65 14.67
11/18/04 80 14.98
11/19/04 20 15.30
TRANSACTIONS BY HARBERT EVENT DRIVEN MASTER FUND, LTD.
Transactions in Common Stock
Date of Number of Shares Price of Shares
Transaction Purchase/(Sold)
10/1/04 15,000 17.50
10/11/04 (5,000) 15.00
11/11/04 (5,000) 13.75
11/11/04 (1,000) 13.75
11/24/04 (4,000) 15.55
03773.0003 #537032