Amendment No. 2 to Schedule 13D

-----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, Tt/z9+a1yRBAuZni8rR8uX2NKDIrAbw0tN4uqYkXD7s7xBPsLqgWXWrlRvprxPbO ASMItwSbbWCf0eWb7D3+Wg== 0001193125-07-262396.txt : 20071210 0001193125-07-262396.hdr.sgml : 20071210 20071210171603 ACCESSION NUMBER: 0001193125-07-262396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071210 DATE AS OF CHANGE: 20071210 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACKSON HEWITT TAX SERVICE INC CENTRAL INDEX KEY: 0001283552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 200778892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79917 FILM NUMBER: 071296517 BUSINESS ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736301040 MAIL ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 2) *

Jackson Hewitt Tax Service Inc.

(Name of Issuer)

Common Shares, $0.01 Par Value

(Title of Class of Securities)

468202 10 6

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 6, 2007

(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), 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(b) 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).

SCHEDULE 13D

CUSIP No. 468202106


1.		NAME OF REPORTING PERSONS. Shamrock Activist Value Fund, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ Not Applicable
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 2,217,979 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 2,217,979 Common Shares*


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,217,979 Common Shares*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.39%*
14.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D

CUSIP No. 468202106


1.		NAME OF REPORTING PERSONS. Shamrock Activist Value Fund II, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ Not Applicable
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 425,258 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 425,258 Common Shares*


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,258 Common Shares*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.41%*
14.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D

CUSIP No. 468202106


1.		NAME OF REPORTING PERSONS. Shamrock Activist Value Fund III, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ Not Applicable
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 32,763 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 32,763 Common Shares*


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,763 Common Shares*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11%*
14.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof.

SCHEDULE 13D

CUSIP No. 468202106


1.		NAME OF REPORTING PERSONS. Shamrock Activist Value Fund GP, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ Not Applicable
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 2,676,000 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 2,676,000 Common Shares*


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,000 Common Shares*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.91%*
14.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof.

SCHEDULE 13D

CUSIP No. 468202106


1.		NAME OF REPORTING PERSONS. Shamrock Partners Activist Value Fund, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ Not Applicable
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 2,676,000 Common Shares*
		8. SHARED VOTING POWER 0
		9. SOLE DISPOSITIVE POWER 2,676,000 Common Shares*
		10. SHARED DISPOSITIVE POWER 0


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,000 Common Shares*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.91%*
14.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof.

ITEM 1.

Security and Issuer.

This statement amends the Schedule 13D, dated October 19, 2007, as amended by Amendment No. 1, dated November 15, 2007 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to Common Shares, $0.01 par value per share (“Common Shares”), of Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3.

Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 289,805 Common Shares acquired by it after November 15, 2007 (the date the Schedule 13D was last amended) was $9,448,203 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 55,915 Common Shares acquired by it after November 15, 2007 (the date the Schedule 13D was last amended) was $1,822,937 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 180 Common Shares acquired by it after November 15, 2007 (the date the Schedule 13D was last amended) was $5,868 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed

to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.

SAVF is the owner of 2,217,979 Common Shares, which represents approximately 7.39% of the issued and outstanding Common Shares. SAVF II is the owner of 425,258 Common Shares, which represents approximately 1.41% of the issued and outstanding Common Shares. SAVF III is the owner of 32,763 Common Shares, which represents approximately 0.11% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 2,676,000 Common Shares, which represents approximately 8.91% of the issued and outstanding Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 2,676,000 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 8.91% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,676,000 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 8.91% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,676,000 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 2,676,000 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assumes that 30,020,894 Common Shares were outstanding as of December 6, 2007, based on the information contained in the Company’s Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 7, 2007.

(c) Since November 15, 2007 (the date the Schedule 13D was last amended), SAVF, SAVF II and SAVF III acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference. All such transactions were effected in the open market on the New York Stock Exchange.

Except as set forth above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares since November 15, 2007 (the date the Schedule 13D was last amended).

(d)	Not applicable.

(e)	Not applicable.

3. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7.

Material to be Filed as Exhibits.


		Document

Exhibit 5		— Schedule of Transactions

Exhibit 6		— Joint Filing Agreement, dated October 19, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

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

Date: December 7, 2007


SHAMROCK ACTIVIST VALUE FUND, L.P. By: Shamrock Activist Value Fund GP, L.L.C., its general partner By: Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P. By: Shamrock Activist Value Fund GP, L.L.C., its general partner By: Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND III, L.P. By: Shamrock Activist Value Fund GP, L.L.C., its general partner By: Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. By: Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President

Exhibit Index


		Document

Exhibit 5		— Schedule of Transactions

Exhibit 6		— Joint Filing Agreement, dated October 19, 2007 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-99.5 2 dex995.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 5

Schedule of Transactions

Shamrock Activist Value Fund, L.P.


Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
11/16/07	19,270	$	33.0336	$	636,557
11/19/07	19,270	$	33.0913	$	637,669
11/20/07	19,270	$	33.6357	$	648,160
11/21/07	19,270	$	33.5424	$	646,362
11/23/07	19,270	$	33.2812	$	641,329
11/26/07	19,270	$	32.4290	$	624,907
11/27/07	19,270	$	31.8759	$	614,249
11/28/07	19,270	$	33.1577	$	638,949
11/29/07	20,025	$	33.0194	$	661,213
11/30/07	19,270	$	32.7595	$	631,276
12/03/07	19,270	$	31.4861	$	606,737
12/04/07	19,270	$	31.1208	$	599,698
12/05/07	19,270	$	32.2935	$	622,296
12/06/07	19,270	$	32.5244	$	626,745
12/07/07	19,270	$	31.7621	$	612,056

Total Common Shares	289,805			$	9,448,203

Shamrock Activist Value Fund II, L.P.


Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
11/16/07	3,718	$	33.0336	$	122,819
11/19/07	3,718	$	33.0913	$	123,033
11/20/07	3,718	$	33.6357	$	125,058
11/21/07	3,718	$	33.5424	$	124,711
11/23/07	3,718	$	33.2812	$	123,740
11/26/07	3,718	$	32.4290	$	120,571
11/27/07	3,718	$	31.8759	$	118,515
11/28/07	3,718	$	33.1577	$	123,280
11/29/07	3,863	$	33.0194	$	127,554
11/30/07	3,718	$	32.7595	$	121,800
12/03/07	3,718	$	31.4861	$	117,065

Shamrock Activist Value Fund II, L.P.


Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
12/04/07	3,718	$	31.1208	$	115,707
12/05/07	3,718	$	32.2935	$	120,067
12/06/07	3,718	$	32.5244	$	120,926
12/07/07	3,718	$	31.7621	$	118,091

Total Common Shares	55,915			$	1,822,937

Shamrock Activist Value Fund III, L.P.


Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
11/16/07	12	$	33.0336	$	396
11/19/07	12	$	33.0913	$	397
11/20/07	12	$	33.6357	$	404
11/21/07	12	$	33.5424	$	403
11/23/07	12	$	33.2812	$	399
11/26/07	12	$	32.4290	$	389
11/27/07	12	$	31.8759	$	383
11/28/07	12	$	33.1577	$	398
11/29/07	12	$	33.0194	$	396
11/30/07	12	$	32.7595	$	393
12/03/07	12	$	31.4861	$	378
12/04/07	12	$	31.1208	$	373
12/05/07	12	$	32.2935	$	388
12/06/07	12	$	32.5244	$	390
12/07/07	12	$	31.7621	$	381

Total Common Shares	180				5,868

*	Excludes Brokerage Commissions

EX-99.6 3 dex996.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 6

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Jackson Hewitt Tax Service Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: October 19, 2007

SHAMROCK ACTIVIST VALUE FUND, L.P.

By:

Shamrock Activist Value Fund GP, L.L.C., its general partner


By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

/s/ Michael J. McConnell

Name: Michael J. McConnell

Title: Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:

Shamrock Activist Value Fund GP, L.L.C., its general partner


By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

/s/ Michael J. McConnell

Name: Michael J. McConnell

Title: Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:

Shamrock Activist Value Fund GP, L.L.C., its general partner


By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

/s/ Michael J. McConnell

Name: Michael J. McConnell

Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:

/s/ Michael J. McConnell

Name: Michael J. McConnell

Title: Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell Title: Vice President

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