-----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, BlqdqEC4oKnMY3n2QFei4cik3s4QK0uHB2Dh5/6uCuA9/4LwOpW9gxqkGlcWqZWw XrKzQT7WKu3WMpBkHt+7Pg== 0000921530-05-000393.txt : 20050611 0000921530-05-000393.hdr.sgml : 20050611 20050601164920 ACCESSION NUMBER: 0000921530-05-000393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBOARD INC CENTRAL INDEX KEY: 0001106942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522081178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80312 FILM NUMBER: 05871281 BUSINESS ADDRESS: STREET 1: 1899 L ST NW STREET 2: 5TH FLR CITY: WASHINGTON STATE: DC ZIP: 20036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 blackboard_13da2-060105.txt AMENDMENT NO. 2 TO SCHEDULE 13D. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ----------------------- Blackboard Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 091935502 (CUSIP Number) Stacey Seewald Sandler Capital Management 711 Fifth Avenue, 15th Floor New York, NY 10022 (212) 754-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- May 27, 2005 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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-1(a) 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). ================================================================================ 091935502 Page 2 of 19 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 625,722 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 625,722 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,722 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.37% 14 TYPE OF REPORTING PERSON PN 091935502 Page 3 of 19 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Associates II, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 31,284 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 31,284 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,284 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12% 14 TYPE OF REPORTING PERSON PN 091935502 Page 4 of 19 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Offshore Fund, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 403,036 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 403,036 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,036 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.53% 14 TYPE OF REPORTING PERSON CO 091935502 Page 5 of 19 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 1,107,999 shares PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,107,999 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,107,999 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON IN 091935502 Page 6 of 19 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 450,993 shares PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 450,993 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,993 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.71% 14 TYPE OF REPORTING PERSON PN 091935502 Page 7 of 19 This Amendment No. 1 to Schedule 13D (this "Statement") relates to the common stock, par value $.01 per share (the "Common Stock"), of Blackboard Inc. (the "Issuer"). This Statement supplementally amends the initial statement on Schedule 13D, filed on January 27, 2005 (the "Initial Statement"), by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report that, as a result of recent transactions in the Common Stock, the beneficial ownership of each of the Reporting Persons has decreased by more than one percent of the outstanding shares of Common Stock of the Issuer and each of the Reporting Persons is no longer the beneficial owner of more than five percent of the outstanding Common Stock of the Issuer. Item 2. Identity and Background. Item 2 of the Initial Statement is hereby replaced in its entirety with the following: This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, by each of the following persons (sometimes referred to herein collectively as "Reporting Persons"): (i) Sandler Associates, a New York limited partnership ("SA"), by virtue of its beneficial ownership of 625,722 shares of the Common Stock covered by this Statement; (ii) Sandler Associates II, LP, a New York limited partnership ("SA II"), by virtue of its beneficial ownership of 31,284 shares of the Common Stock covered by this Statement; (iii) Sandler Offshore Fund, Inc., a company formed under the laws of the British Virgin Islands ("SOF"), by virtue of its beneficial ownership of 403,036 shares of the Common Stock covered by this Statement; (iv) Andrew Sandler, a U.S. citizen, by virtue of his being the portfolio manager of SA, SA II, SOF and various managed accounts, as a result of which he may be deemed to have beneficial ownership of 1,107,999 shares of Common Stock covered by this Statement; and (v) Sandler Capital Management, a registered investment advisor and a New York general partnership ("SCM"), by virtue of its being the investment adviser to SOF and various managed accounts, as a result of which it may be deemed to have beneficial ownership of 450,993 shares of Common Stock covered by this Statement. Each Reporting Person is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. The address of the principal office of each Reporting Person is 711 Fifth Avenue, 15th Floor, New York, NY 10022. There are seven general partners of SCM (the "SCM General Partners"). The SCM General Partners are MJDM Corp., ALCR Corp., ARH Corp., TERPSI Corp., SERF Corp., SAM SCM Corp., and DRP SCM Corp., each of which has a business address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. Each SCM General Partner (other than ARH Corp. and ALCR Corp.) is a New York corporation. ARH Corp. and ALCR Corp. are Delaware corporations. The attached Schedule A sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and 091935502 Page 8 of 19 contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. There are eight general partners of each of SA and SA II (the "SA and SA II General Partners"). The SA and SA II General Partners are Michael Marocco, Andrew Sandler, Douglas Schimmel, Hannah Craven, Harvey Sandler, SAM SA LLC, DRP SA LLC, and The Harvey Sandler Revocable Trust, each of which (other than The Harvey Sandler Revocable Trust) has a business address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. The Harvey Sandler Revocable Trust has an address of 17591 Lake Estate Drive, Boca Raton, FL 33496. Each of Michael Marocco, Andrew Sandler, Douglas Schimmel, Hannah Craven and Harvey Sandler is a U.S. citizen. Each of SAM SA LLC and DRP SA LLC are New York limited liability companies. The attached Schedule B sets forth the controlling persons, the executive officers and the directors of each of The Harvey Sandler Revocable Trust, SAM SA LLC and DRP SA LLC, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. None of the Reporting Persons and to the best of each of the Reporting Person's knowledge none of the persons named in Schedule A or Schedule B hereto, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, each of SA, SA II and SOF each own of record 731,400 shares of Common Stock, 37,100 shares of Common Stock, and 509,500 shares of Common Stock, respectively, or 2.37% , 0.12% and 1.53%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that SCM is the investment adviser to and is authorized and empowered to vote and dispose of the securities held by SOF and various managed accounts, SCM may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, SCM may be deemed to own beneficially an aggregate of 450,993 shares of Common Stock or 1.71% of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that Andrew Sandler is the portfolio manager of SA, SA II, SOF and various managed accounts and is authorized and empowered to vote and dispose of the securities held by SA, SA II, SOF and various managed accounts, Andrew Sandler may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 1,107,999 shares of Common Stock or 4.2% of the Company's issued and outstanding shares of Common Stock. (b) SA has the sole power to direct the vote and the sole power to direct the disposition of the 625,722 shares of Common Stock that may be deemed to be owned beneficially by it. SA II has the sole power to direct the vote and the 091935502 Page 9 of 19 sole power to direct the disposition of the 31,284 shares of Common Stock that may be deemed to be owned beneficially by it. SOF has the sole power to direct the vote and the sole power to direct the disposition of the 403,036 shares of Common Stock that may be deemed to be owned beneficially by it. SCM has the shared power to direct the vote and the shared power to direct the disposition of the 450,993 shares of Common Stock that may be deemed to be owned beneficially by it. Andrew Sandler has the shared power to direct the vote and the shared power to direct the disposition of the 1,107,999 shares of Common Stock that may be deemed to be owned beneficially by him. (c) Except for the transactions listed on Schedule C hereto, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on May 26, 2005. Item 7. Materials to be Filed as Exhibits. Exhibit 7.01: Joint Filing Agreement 091935502 Page 10 of 19 SIGNATURES 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. Dated as of June 1, 2005. SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell --------------------------------------- Name: Moira Mitchell Title: President SANDLER ASSOCIATES By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler Title: General Partner SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler Title: General Partner SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky --------------------------------------- Name: Steven Warshavsky Title: Director By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler 091935502 Page 11 of 19 EXHIBIT 7.01 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Blackboard Inc. and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of June 1, 2005. SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell --------------------------------------- Name: Moira Mitchell Title: President SANDLER ASSOCIATES By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler Title: General Partner SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler Title: General Partner SANDLER OFFSHORE FUND, INC. By: Steven Warshavsky --------------------------------------- Name: Steven Warshavsky Title: Director By: /s/ Andrew Sandler --------------------------------------- Name: Andrew Sandler 091935502 Page 12 of 19 SCHEDULE A The following Schedule sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. MJDM CORP. ---------- Michael Marocco, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 091935502 Page 13 of 19 ALCR CORP. ---------- Andrew Sandler, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ellen O'Keefe, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ricky Sandler, Director United States Investments Eminence Partners LLC, Investment Management 20 Park Avenue Suite 3300 New York, New York 10166 ARH CORP. --------- Harvey Sandler, Majority Shareholder and Controlling Person United States Founder Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 091935502 Page 14 of 19 Jeffrey M. Levine, President United States Chief Financial Officer Sandler Enterprises, Investment Services 1555 North Park Drive Suite 101 Weston, Florida 33329 Moira Mitchell, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ricky Sandler, Director United States Investments Eminence Partners LLC, Investment Management 20 Park Avenue Suite 3300 New York, New York 10166 SERF CORP. ---------- Douglas Schimmel, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 091935502 Page 15 of 19 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 TERPSI CORP. ------------ Hannah Craven, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 091935502 Page 16 of 19 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 DRP SCM CORP. ------------- David Powers, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 091935502 Page 17 of 19 SAM SCM CORP. ------------- Samantha McCuen, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 091935502 Page 18 of 19 SCHEDULE B The following Schedule sets forth the controlling persons, the executive officers and the directors of each of the SA and SA II General Partners which are not individuals, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. THE HARVEY SANDLER REVOCABLE TRUST Harvey Sandler, Sole Trustee and Controlling Person United States Founder Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 DRP SA LLC David Powers, Sole Member and Manager and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 SAM SA LLC Samantha McCuen, Sole Member and Manager and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 091935502 Page 19 of 19 SCHEDULE C For the Account of Date of Nature of Transaction Number of Price per Share Transaction (open market purchase Securities or open market sale) Managed Account 5/26/05 open market sale 1,900 19.5000 Managed Account 5/26/05 open market sale 2,800 19.5000 Managed Account 5/26/05 open market sale 1,700 19.5000 Sandler Associates 5/26/05 open market sale 81,900 19.5000 Sandler Associates II, LP 5/26/05 open market sale 4,000 19.5000 Sandler Offshore Fund, Inc. 5/26/05 open market sale 52,700 19.5000 Managed Account 5/27/05 open market sale 1,600 19.7890 Managed Account 5/27/05 open market sale 2,200 19.7890 Managed Account 5/27/05 open market sale 1,400 19.7890 Sandler Associates 5/27/05 open market sale 68,680 19.7890 Sandler Associates II, LP 5/27/05 open market sale 3,500 19.7890 Sandler Offshore Fund, Inc. 5/27/05 open market sale 44,300 19.7890 Managed Account 5/28/05 open market sale 400 18.9502 Managed Account 5/28/05 open market sale 700 18.9502 Managed Account 5/28/05 open market sale 500 18.9502 Sandler Associates 5/28/05 open market sale 22,600 18.9502 Sandler Associates II, LP 5/28/05 open market sale 1,200 18.9502 Sandler Offshore Fund, Inc. 5/28/05 open market sale 14,600 18.9502
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