-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FppwHrzJjxqrLVwKaCDxyj2IsjDf520Ejs0mq+WM/q3R9UxldhJWMS4QMavKpeiM jv/PyHLFCIph38mnnIHmDw== 0000929638-08-000686.txt : 20081028 0000929638-08-000686.hdr.sgml : 20081028 20081028172407 ACCESSION NUMBER: 0000929638-08-000686 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081028 DATE AS OF CHANGE: 20081028 GROUP MEMBERS: DELTA INSTITUTIONAL, L.P. GROUP MEMBERS: DELTA OFFSHORE MASTER, LTD. GROUP MEMBERS: REMY TRAFELET GROUP MEMBERS: TRAFELET & COMPANY ADVISORS, LLC GROUP MEMBERS: TRAFELET CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC GAME CARD INC CENTRAL INDEX KEY: 0001083036 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 870570975 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61671 FILM NUMBER: 081145514 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-723-8936 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ENERGY INC DATE OF NAME CHANGE: 20010829 FORMER COMPANY: FORMER CONFORMED NAME: QUAZON CORP /NV/ DATE OF NAME CHANGE: 19990330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAFELET & CO LLC CENTRAL INDEX KEY: 0001176974 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13delectronicgame21oct08.htm
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Electronic Game Card, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

285716106

(CUSIP Number)

 

David Brosgol

Trafelet & Company, LLC

590 Madison Ave, 39th Floor

New York, NY 10022

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*          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 ("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. 285716106

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Trafelet & Company, LLC

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Trafelet & Company, LLC - Delaware

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Trafelet & Company, LLC - 0 shares

 

 

8.

Shared Voting Power**

Trafelet & Company, LLC - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

9.

Sole Dispositive Power**

Trafelet & Company, LLC - 0 shares

 

10.

Shared Dispositive Power**

Trafelet & Company, LLC - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Trafelet & Company, LLC - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

 

 

 

 


 

13.

Percent of Class Represented by Amount in Row (11)

Trafelet & Company, LLC - 12.9% (as of October 21, 2008), 12.2 % (as of October 27, 2008).

 

 

14.

Type of Reporting Person (See Instructions)

Trafelet & Company, LLC - OO (Limited Liability Company)

 

 

 

 

 

 


CUSIP No. 285716106

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Trafelet Capital Management, L.P.

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Trafelet Capital Management, L.P. - Delaware

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Trafelet Capital Management, L.P. - 0 shares

 

8.

Shared Voting Power**

Trafelet Capital Management, L.P. - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

9.

Sole Dispositive Power**

Trafelet Capital Management, L.P. - 0 shares

 

 

10.

Shared Dispositive Power**

Trafelet Capital Management, L.P. - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Trafelet Capital Management, L.P. - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares

(as of October 27, 2008).

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

 

 

 

 


 

13.

Percent of Class Represented by Amount in Row (11)

Trafelet Capital Management, L.P. - 12.9% (as of October 21, 2008), 12.2% (as of October 27, 2008).

 

 

14.

Type of Reporting Person (See Instructions)

Trafelet Capital Management, L.P. - OO (Limited Partnership)

 

 

 

 

 

 

 

 


CUSIP No. 285716106

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Trafelet & Company Advisors, LLC

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Trafelet & Company Advisors, LLC - Delaware

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Trafelet & Company Advisors, LLC - 0 shares

 

 

8.

Shared Voting Power**

Trafelet & Company Advisors, LLC - 3,241,975 shares (as of October 21, 2008), 3,029,775 shares (as of October 27, 2008).

 

9.

Sole Dispositive Power**

Trafelet & Company Advisors, LLC - 0 shares

 

 

10.

Shared Dispositive Power**

Trafelet & Company Advisors, LLC - 3,241,975 shares (as of October 21, 2008), 3,029,775 shares (as of October 27, 2008).

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Trafelet & Company Advisors, LLC - 3,241,975 shares (as of October 21, 2008), 3,029,775 shares (as of October 27, 2008).

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

 

 

 

 


 

13.

Percent of Class Represented by Amount in Row (11)

Trafelet & Company Advisors, LLC - 5.9% (as of October 21, 2008), 5.5% (as of October 27, 2008).

 

14.

Type of Reporting Person (See Instructions)

Trafelet & Company Advisors, LLC - OO (Limited Liability Company)

 

 

 

 

 

 

 

 


CUSIP No. 285716106

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Delta Institutional, L.P.

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delta Institutional, L.P. - Delaware

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Delta Institutional, L.P. - 0 shares

 

 

8.

Shared Voting Power**

Delta Institutional, L.P.- 2,826,301 shares (as of October 21, 2008), 2,663,601, shares (as of October 27, 2008).

 

 

9.

Sole Dispositive Power**

Delta Institutional, L.P.- 0 shares

 

 

10.

Shared Dispositive Power**

Delta Institutional, L.P.- 2,826,301 shares (as of October 21, 2008), 2,663,601, shares (as of October 27, 2008).

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Delta Institutional, L.P.- 2,826,301 shares (as of October 21, 2008), 2,663,601, shares (as of October 27, 2008).

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 


 

13.

Percent of Class Represented by Amount in Row (11)

Delta Institutional, L.P. - 5.1% (as of October 21, 2008), 4.9% (as of October 27, 2008).

 

14.

Type of Reporting Person (See Instructions)

Delta Institutional, L.P. - OO (Limited Partnership)

 

 

 

 

 

 

 


CUSIP No. 285716106

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Delta Offshore Master, Ltd.

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delta Offshore Master, Ltd. - Cayman Islands

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Delta Offshore Master, Ltd. - 0 shares

 

 

8.

Shared Voting Power**

Delta Offshore Master, Ltd. - 3,685,932 shares (as of October 21, 2008), 3,473,778 shares (as of October 27, 2008).

 

9.

Sole Dispositive Power**

Delta Offshore Master, Ltd. - 0 shares

 

10.

Shared Dispositive Power**

Delta Offshore Master, Ltd. - 3,685,932 shares (as of October 21, 2008), 3,473,778 shares (as of October 27, 2008).

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Delta Offshore Master, Ltd. - 3,685,932 shares (as of October 21, 2008), 3,473,778 shares (as of October 27, 2008).

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

 

 

 

 

 

 


 

13.

Percent of Class Represented by Amount in Row (11)

Delta Offshore Master, Ltd. - 6.7% (as of October 21, 2008), 6.3% (as of October 27, 2008).

 

14.

Type of Reporting Person (See Instructions)

Delta Offshore Master, Ltd. - CO

 

 

 

 

 

 

 


CUSIP No. 285716106

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Remy Trafelet

2.

Check the Appropriate Box if a Member of a Group

 

 

(a) o
(b) o

3.

SEC Use Only

4.

Source of Funds

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Remy Trafelet - United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power**

Remy Trafelet - 0 shares

 

8.

Shared Voting Power**

Remy Trafelet - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

 

9.

Sole Dispositive Power**

Remy Trafelet - 0 shares

 

10.

Shared Dispositive Power**

Remy Trafelet - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person**

Remy Trafelet - 7,372,360 shares (as of October 21, 2008), 6,498,006 shares (as of October 27, 2008).

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13.

Percent of Class Represented by Amount in Row (11)

Remy Trafelet 12.9% (as of October 21, 2008) and 12.2% (as of October 27, 2008).

 

 

 

 

 

 

 


 

14.

Type of Reporting Person (See Instructions)

Remy Trafelet - IN

 

 

CUSIP No. 285716106

 

This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D (the "Schedule 13D") filed by the Reporting Persons on July 18, 2008 with respect to certain securities of Electronic Game Card, Inc. (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings assigned to such terms in the Schedule 13D.

 

Item 2.

Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

(a) The names of the Reporting Persons filing this statement are Trafelet & Company, LLC ("Trafelet & Co."), Trafelet Capital Management, L.P. ("TCM"), Trafelet & Company Advisors, LLC ("Trafelet Advisors", collectively the "Trafelet Entities"), Delta Institutional, L.P. ("Delta Institutional"), Delta Offshore Master, Ltd. ("Delta Offshore Master") and Remy Trafelet. This statement on Schedule 13D, as amended, is filed on behalf of all such Reporting Persons.

(b) The business address of each of the Reporting Persons is c/o Trafelet & Co. LLC, 590 Madison Ave, 39th Floor, New York, NY, 10022.

(c) Delta Institutional is a Delaware limited partnership and Delta Offshore Master is a Cayman Islands exempted company formed for the purpose of making investments. The principal business of Trafelet Advisors is serving as the general partner of Delta Institutional and certain other private investment funds. The principal business of TCM is providing investment management services to Delta Institutional, Delta Offshore Master and certain other private investment funds. The principal business of Trafelet & Co. is serving as general partner of TCM. Mr. Trafelet's principal occupation is serving as managing member of investment management companies and related entities.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, 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.

(f) Trafelet & Co. is a Delaware limited liability company. TCM is a Delaware limited partnership. Trafelet Advisors is a Delaware limited liability company. Delta Institutional is a Delaware limited partnership. Delta Offshore Master is a Cayman Islands exempted company. Mr. Trafelet is a citizen of the United States.

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby supplemented as follows:

 

(a) and (b) The following table lists the beneficial ownership of the Shares by the Reporting Persons as of the dates listed in the tables below:

 


 

 

REPORTING PERSON (1)

DATE

TOTAL HOLDINGS

(as of the date of filing)

%

OWNERSHIP

Series A

Shares

Warrants

Shares of Common Stock

Total Shares of Common Stock (as converted)

Trafelet & Company

10/21/08

2,851,686

960,000

3,560,674

7,372,360

12.9%

TCM

10/21/08

2,851,686

960,000

3,560,674

7,372,360

12.9%

Trafelet Advisors

10/21/08

1,283,423

432,000

1,526,552

3,241,975

5.9%

Delta Institutional

10/21/08

1,093,330

368,000

1,364,971

2,826,301

5.1%

Delta Offshore Master

10/21/08

1,425,694

480,000

1,780,238

3,685,932

6.7%

Remy Trafelet

10/21/08

2,851,686

960,000

3,560,674

7,372,360

12.9%

 

REPORTING PERSON (1)

DATE

TOTAL HOLDINGS

(as of the date of filing)

%

OWNERSHIP

Series A

Shares

Warrants

Shares of Common Stock

Total Shares of Common Stock (as converted)

Trafelet & Company

10/27/08

2,851,686

960,000

3,136,320

6,948,006

12.2%

TCM

10/27/08

2,851,686

960,000

3,136,320

6,948,006

12.2%

Trafelet Advisors

10/27/08

1,283,423

432,000

1,314,352

3,029,775

5.5%

Delta Institutional

10/27/08

1,093,330

368,000

1,202,271

2,663,601

4.9%

Delta Offshore Master

10/27/08

1,425,694

480,000

1,568,084

3,473,778

6.3%

Remy Trafelet

10/27/08

2,851,686

960,000

3,136,320

6,948,006

12.2%

 

___________________________________________________________________________________________________

(1) TCM serves as the investment manager to Delta Institutional, Delta Offshore Master and certain other private investment vehicles. Trafelet & Company serves as the general partner of TCM and Remy Trafelet serves as the managing member of Trafelet & Company. Trafelet Advisors serves as the general partner to Delta Institutional and certain other private investment vehicles. Remy Trafelet serves as the managing member of Trafelet Advisors.

Each of the Reporting Persons disclaims beneficial ownership of all of the above-described Shares, except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be deemed an admission of beneficial ownership of such Shares for any purpose.

__________________________________________________________________________________________

 

(c) The following table sets forth all transactions with respect to securities of the Issuer effected during the past sixty (60) days by any of the Reporting Persons. All transactions were effected in the open market. Per share prices listed below include commissions paid.

 

 

 

 

 


 

Reporting Person (1)

Date

Shares of Common Stock Sold

Price Per Share

 

 

 

 

Trafelet & Company

10/20/08

396,234

$0.3748

TCM

10/20/08

396,234

$0.3748

Trafelet Advisors

10/20/08

198,100

$0.3748

Delta Institutional

10/20/08

151,900

$0.3748

Delta Offshore Master

10/20/08

198,134

$0.3748

Remy Trafelet

10/20/08

396,234

$0.3748

 

 

 

 

Trafelet & Company

10/21/08

560,739

$0.3634

TCM

10/21/08

560,739

$0.3634

Trafelet Advisors

10/21/08

308,300

$0.3634

Delta Institutional

10/21/08

214,900

$0.3634

Delta Offshore Master

10/21/08

280,439

$0.3634

Remy Trafelet

10/21/08

560,739

$0.3634

 

 

 

 

Trafelet & Company

10/22/08

182,700

$0.34

TCM

10/22/08

182,700

$0.34

Trafelet Advisors

10/22/08

91,300

$0.34

Delta Institutional

10/22/08

70,000

$0.34

Delta Offshore Master

10/22/08

91,400

$0.34

Remy Trafelet

10/22/08

182,700

$0.34

 

 

 

 

Trafelet & Company

10/23/08

241,254

$0.34

TCM

10/23/08

241,254

$0.34

Trafelet Advisors

10/23/08

120,700

$0.34

Delta Institutional

10/23/08

92,500

$0.34

Delta Offshore Master

10/23/08

120,554

$0.34

Remy Trafelet

10/23/08

241,254

$0.34

 

 

 

 

Trafelet & Company

10/24/08

100

$0.34

TCM

10/24/08

100

$0.34

Delta Offshore Master

10/24/08

100

$0.34

Remy Trafelet

10/24/08

100

$0.34

 

 

 

 

Trafelet & Company

10/27/08

300

$0.34

TCM

10/27/08

300

$0.34

Trafelet Advisors

10/27/08

300

$0.34

Delta Institutional

10/27/08

300

$0.34

Delta Offshore Master

10/27/08

300

$0.34

Remy Trafelet

10/27/08

300

$0.34

________________________

 

(1) Shares reported as sold by each Reporting Person include Shares over which each Reporting Person may be deemed to have had beneficial ownership.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 7.1

Agreement, dated as of October 28, 2008, by and among Trafelet & Company, TCM, Trafelet Advisors, Delta Institutional, Delta Offshore Master and Remy Trafelet.

 

 


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.

Ocotber 28, 2008

TRAFELET & COMPANY, LLC

 

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

 

TRAFELET CAPITAL MANAGEMENT, L.P.

By: Trafelet & Company, LLC,

its General Partner

 

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

 

TRAFELET & COMPANY ADVISORS, LLC

 

 

By: /s/

Remy Trafelet

Remy Trafelet, Managing Member

 

DELTA INSTITUTIONAL, L.P.

By: Trafelet & Company Advisors, LLC,

its General Partner

 

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

 

DELTA OFFSHORE MASTER, LTD.

By: Trafelet Capital Management

its Investment Manager

 

By: Trafelet & Company, LLC,

its General Partner

 

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

 

By: /s/ Remy Trafelet

Remy Trafelet, Individually

 

 

 

 

 


Exhibit 7.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of October 28, 2008, is by and among Trafelet & Company, LLC, Trafelet Capital Management, L.P., Trafelet & Company Advisors, LLC, Delta Institutional, L.P., Delta Offshore Master Ltd., and Remy Trafelet (collectively, the "Filers").

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D (and any amendments thereto) with respect to Shares of Common Stock of Electronic Game Card, Inc. on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

 

 

Executed and delivered as of the date first above written.

 

 

TRAFELET & COMPANY, LLC

 

 

By: /s/

Remy Trafelet, Managing Member

 

TRAFELET CAPITAL MANAGEMENT, L.P.

By: Trafelet & Company, LLC,

its General Partner

 

 

By: /s/ ____

Remy Trafelet, Managing Member

 

TRAFELET & COMPANY ADVISORS, LLC

 

 

By: /s/

Remy Trafelet, Managing Member

 

DELTA INSTITUTIONAL, L.P.

By: Trafelet & Company Advisors, LLC,

its General Partner

 

 

By: /s/ ____

Remy Trafelet, Managing Member

 

DELTA OFFSHORE MASTER, LTD.

By: Trafelet Capital Management

its Investment Manager

 

By: Trafelet & Company, LLC,

its General Partner

 

 

By: /s/ ____

Remy Trafelet, Managing Member

 

 

By: /s/

Remy Trafelet, Individually

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