-----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, AyepO9NMggekNQwfl/a8t6EnDN3hc5kko9OhT4BQ+aIjRluBa3W3aHKgB3BJk+dT NER5YuROAPIZ6EXJORW8VA== 0001104659-05-044295.txt : 20050915 0001104659-05-044295.hdr.sgml : 20050915 20050915141902 ACCESSION NUMBER: 0001104659-05-044295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050915 DATE AS OF CHANGE: 20050915 GROUP MEMBERS: FIREBRAND PARTNERS, LLC GROUP MEMBERS: GJK CAPITAL MANAGEMENT, LLC GROUP MEMBERS: GLENHILL CAPITAL LP GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS GP, LTD. GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P. GROUP MEMBERS: GLENN J. KREVLIN GROUP MEMBERS: IAN CHAPLIN GROUP MEMBERS: KREVLIN ADVISORS, LLC GROUP MEMBERS: MARTIN MCCLANAN GROUP MEMBERS: MICHAEL L. MEYER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDENVELOPE INC CENTRAL INDEX KEY: 0001236038 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 330844285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79277 FILM NUMBER: 051086399 MAIL ADDRESS: STREET 1: 201 SPEAR ST STREET 2: 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLOWAY SCOTT CENTRAL INDEX KEY: 0001261993 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O BRAND FARM STREET 2: 42 W 15TH STREET # 2 CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 a05-16279_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

RedEnvelope, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

75733R 60 1

(CUSIP Number)

 

Scott Galloway

42 W. 15th Street, #2

New York, NY 10011

(917) 567-2841

 

With a copy to:

 

Stuart G. Stein, Esq.

Hogan & Hartson L.L.P.

555 13th Street, N.W.

Washington, D.C. 22201

(202) 637-8575

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

 

September 12, 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 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. o

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.   75733R 60 1

 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF, AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,356,790

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,356,790

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,356,790

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
15.1(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

2



 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
408,701(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
408,701(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
408,701(1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
4.5(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  These shares are held jointly by Mr. Chaplin and his spouse.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005

 

3



 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
12,073(1)

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
12,073(1)

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
12,073(1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0.1(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

4



 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
65,066

 

8.

Shared Voting Power 
9,103(1)

 

9.

Sole Dispositive Power 
65,066

 

10.

Shared Dispositive Power 
9,103(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
74,169(1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0.8(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes 9,103 shares held of record by Mr. Meyer’s spouse.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005

 

5



 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,124,912

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,124,912

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

6



 

 

1.

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

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,124,912

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,124,912

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN, HC

 


(1)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Krevlin Advisors, LLC                        13-4153005

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,124,912

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,124,912

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(1)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 


(1)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GJK Capital Management, LLC           13-4146739

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,124,912 (1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,124,912 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912 (1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 


(1)  GJK Capital Management LLC, is the general partner of one of the Class A members of Firebrand, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital LP               13-4149785

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,124,912 (1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,124,912 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912 (1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(2)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)  Glenhill Capital LP is a Class A member of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital Overseas GP, Ltd.                 98-0426124

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,124,912 (1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,124,912 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912 (1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)  Glenhill Capital Overseas GP, Ltd. is the general partner of one of the Class A members of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital Overseas Master Fund, L.P.              98-0426132

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,124,912 (1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,124,912 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,124,912 (1)

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.5(2)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)  Glenhill Capital Overseas Master Fund, L.P. is a Class A member of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,993,290 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended July 3, 2005.

 

12



 

This Amendment No. 9 amends (a) the Schedule 13D filed on June 30, 2004 (the “Initial Schedule 13D”) by Scott Galloway, R. Ian Chaplin, Martin McClanan and Michael L. Meyer (the “Original Reporting Persons”) relating to the common stock, par value $0.01 per share (“Common Stock”) of RedEnvelope, Inc. (the “Issuer”), (b) Amendment No. 1 to the Initial Schedule 13D, filed by the Original Reporting Persons on July 12, 2004, (c) Amendment No. 2 to the Initial Schedule 13D, filed by the Original Reporting Persons on July 16, 2004, (d) Amendment No. 3 to the Initial Schedule 13D, filed by the Original Reporting Persons on May 12, 2005, (e) Amendment No. 4 to the Initial Schedule 13D, filed by the Reporting Persons (as defined below) on May 31, 2005, (f) Amendment No. 5 to the Initial Schedule 13D, filed by the Reporting Persons on June 14, 2005, (g) Amendment No. 6 to the Initial Schedule 13D, filed by the Reporting Persons on June 17, 2005, (h) Amendment No. 7 to the Initial Schedule 13D, filed by the Reporting Persons on July 13, 2005, and (i) Amendment No. 8 to the Initial Schedule 13D filed by the Reporting Persons on August 26, 2005.  References to this “Schedule 13D” are to the Initial Schedule 13D as amended by the aforementioned amendments.

 

Amendment No. 4 to the Initial Schedule 13D added Firebrand Partners, LLC, a Delaware limited liability company (“Firebrand”) and its affiliates (collectively, the “New Reporting Persons”) as additional reporting persons.  References in this Schedule 13D to the “Reporting Persons” are to the Original Reporting Persons and the New Reporting Persons collectively.  Other capitalized terms used in this Amendment No. 9 without definition have the meanings given to them in the Initial Schedule 13D.

 

Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is supplemented as follows:

 

This Amendment No. 9 reports the acquisition by Firebrand Partners, LLC (“Firebrand”) of an aggregate of 96,112 shares of Common Stock (the “Additional Shares”).  Scott Galloway, Glenhill Capital Overseas Master Fund, L.P. and Glenhill Capital LP are the members of Firebrand and formed Firebrand for the purpose of investing in shares of the Issuer.  Mr. Galloway contributed personal funds to Firebrand, and each of the other members contributed funds from its partners’ contributed capital to Firebrand.  Firebrand may acquire additional shares of Common Stock and will fund any such purchases with additional contributions from its members.  Firebrand did not purchase any of the Additional Shares with borrowed funds.

 

 

Item 4.

Purpose of Transaction

Item 4 is supplemented as follows:

 

Firebrand purchased the Additional Shares between August 26, 2005 and September 12, 2005.  Scott Galloway is the managing member of Firebrand.  Each of the New Reporting Persons, as well as Mr. Galloway, may be deemed to be a beneficial owner of the Additional Shares, as well as all other shares of Common Stock held by Firebrand.  The Additional Shares were acquired solely for investment purposes.  The Reporting Persons, including Firebrand Partners, LLC, might make additional purchases of Common Stock of the Issuer for investment purposes or might dispose of some or all of the shares of Common Stock that they currently own, depending upon market conditions and other factors.

 

Except as noted in this Schedule 13D, no Reporting Person has any plans or proposals which relate to, or would result in, any of the matters referred to in paragraph (a) through (j), inclusive, of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto

 

 

Item 5.

Interest in Securities of the Issuer

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

 

13



 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date:  September 15, 2005

 

/s/ Scott Galloway

 

 

Scott Galloway

 

 

 

 

 

 

 

 

/s/ R. Ian Chaplin*

 

 

R. Ian Chaplin

 

 

 

 

 

 

 

 

/s/ Martin McClanan*

 

 

Martin McClanan

 

 

 

 

 

 

 

 

/s/ Michael L. Meyer*

 

 

Michael L. Meyer

 

 

 

 

 

 

 

 

Firebrand Partners, LLC

 

 

 

 

 

 

 

 

/s/ Scott Galloway

 

 

Scott Galloway, Manager

 

 

 

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin

 

 

 

 

 

 

 

 

Krevlin Advisors, LLC

 

 

 

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

 

14



 

 

GJK Capital Management, LLC

 

 

 

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

 

 

 

 

Glenhill Capital LP

 

By:

GJK Capital Management, LLC, its
General Partner

 

 

By:

Krevlin Advisors, LLC, its
Managing Member

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

 

 

 

 

Glenhill Capital Overseas GP, Ltd.

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Director

 

 

 

 

 

Glenhill Overseas Master Fund, L.P.

 

By:

Glenhill Capital Overseas GP, Ltd., its
General Partner

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Director

 


* By power of attorney included in Amendment No. 2 to the Initial Schedule 13D, filed with the Securities and Exchange Commission on July 16, 2004.

 

 

/s/ Scott Galloway

 

Scott Galloway

Attorney-in-Fact

 

15


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