-----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, H6IVDw2X3w3+8O04st8QxDbGeLrPG/AHUYKFanKU5/c0XrEn7nCXacWLvctxVYJ1 nBMWd9RuGriV+aMrcdfI5Q== 0001264128-07-000064.txt : 20070426 0001264128-07-000064.hdr.sgml : 20070426 20070426101328 ACCESSION NUMBER: 0001264128-07-000064 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL POWER GROUP INC. CENTRAL INDEX KEY: 0001372000 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 751288690 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82585 FILM NUMBER: 07789640 BUSINESS ADDRESS: STREET 1: 1720 HAYDEN ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 4698921122 MAIL ADDRESS: STREET 1: 1720 HAYDEN ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERAL POWER GROUP INC. DATE OF NAME CHANGE: 20060808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 3V Capital Management LLC CENTRAL INDEX KEY: 0001388743 IRS NUMBER: 861069394 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 GREENWICH OFFICE PARK SOUTH CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-629-9491 MAIL ADDRESS: STREET 1: 1 GREENWICH OFFICE PARK SOUTH CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 sched13d_042507upg.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UNIVERSAL POWER GROUP, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 913788105 (CUSIP Number) Mr. Scott A. Stagg with a copy to: Mr. Gary Katcher Jeffrey B. Cobb 3V Capital Management LLC Cobb & Associates LLC 3 Greenwich Office Park 329 Riverside Avenue Greenwich, Connecticut 06831 Westport, CT 06880 (203) 660-6200 (203) 222-1940 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2006 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box *. *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 the 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). Page 1 of 10 pages CUSIP No. 913788105 13D Page 2 of 10 Pages - ---------- ----------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 3V Capital Management LLC - ---------- ----------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------- ----------------------------------------------------------- 3 SEC USE ONLY - ---------- ----------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ---------- ----------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): - ---------- ----------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------- ----------------------------------------------------------- 7 SOLE VOTING POWER 0 ------ ------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES 628,700 BENEFICIALLY ------ ------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------ ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 628,700 - ---------- ----------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 628,700 - ---------- ----------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ---------- ----------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ---------- ----------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO, IA - ---------- ----------------------------------------------------------- ** Includes shares reported herein as beneficially owned by other reporting persons. See Item 5. CUSIP No. 913788105 13D Page 3 of 10 Pages - ---------- ----------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 3V Capital Master Fund, Ltd. - ---------- ----------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------- ----------------------------------------------------------- 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): - ---------- ----------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ---------- ----------------------------------------------------------- 7 SOLE VOTING POWER 0 ------ ------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 309,600 BENEFICIALLY ------ ------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------ ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 309,600 - ---------- ----------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,600 - ---------- ----------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ---------- ----------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ---------- ----------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ---------- ----------------------------------------------------------- ** Includes shares reported herein as beneficially owned by other reporting persons. See Item 5. CUSIP No. 913788105 13D Page 4 of 10 Pages - ---------- ----------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Scott A. Stagg - ---------- ----------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------- ----------------------------------------------------------- 3 SEC USE ONLY - ---------- ----------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ---------- ----------------------------------------------------------- 5 CHECK 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 8 SHARED VOTING POWER SHARES 628,700 BENEFICIALLY ------ ------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------ ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 628,700 - ---------- ----------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 628,700 - ---------- ----------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ---------- ----------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ---------- ----------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- ----------------------------------------------------------- ** Includes shares reported herein as beneficially owned by other reporting persons. See Item 5. CUSIP No. 913788105 13D Page 5 of 10 Pages - ---------- ----------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gary Katcher - ---------- ----------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------- ----------------------------------------------------------- 3 SEC USE ONLY - ---------- ----------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ---------- ----------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): - ---------- ----------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------- ----------------------------------------------------------- 7 SOLE VOTING POWER 0 ------ ------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 628,700 BENEFICIALLY ------ ------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------ ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 628,700 - ---------- ----------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 628,700 - ---------- ----------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ---------- ----------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ---------- ----------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- ----------------------------------------------------------- ** Includes shares reported herein as beneficially owned by other reporting persons. See Item 5. This Schedule 13D is being filed on behalf of 3V Capital Management LLC, a Delaware limited liability company (the "Management Company"), 3V Capital Master Fund, Ltd., a British Virgin Islands business company (the "Master Fund"), Scott A. Stagg ("Stagg") and Gary Katcher ("Katcher"). This Schedule 13D relates to the Common Stock, $0.01 par value, of Universal Power Group, Inc., a Texas corporation (the "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to such Common Stock of the Company. The Management Company is the investment manager or adviser to the Master Fund and a managed account (the "Managed Account" and together with the Master Fund, the "Funds"). The Management Company may be deemed to have beneficial ownership over the Common Stock directly owned by the Funds by virtue of the authority granted to it by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Stagg and Katcher are the managing members of the Management Company. Stagg and Katcher may be deemed to have beneficial ownership over the Common Stock directly owned by the Funds by virtue of the foregoing relationships. The Management Company, the Master Fund, Stagg and Katcher may be referred to herein as the "Reporting Persons." Item 1. Security and Issuer This statement on Schedule 13D relates to the Common Stock of the Company. The address of the principal executive offices of the Company is 1720 Hayden Road, Carrollton, Texas 75006. Item 2. Identity and Background (a) This statement is filed by the Reporting Persons. The Management Company is organized as a Delaware limited liability company. The Master Fund is a British Virgin Islands business company. (b) The principal business address of each of the Management Company, Stagg and Katcher is 3 Greenwich Office Park, Greenwich, CT 06831. The principal business address of the Master Fund is c/o Bison Financial Services, Ltd., Bison Court, Road Town, Tortola, British Virgin Islands. (c) The principal business of the Management Company is to serve as investment manager or adviser to, and to control the investing and trading in securities of, certain private investment funds and managed accounts, including the Funds. The principal business of the Master Fund is investing and trading in securities. Stagg and Katcher serve as the principal control persons (directly or indirectly) of all of the other Reporting Persons, and serve in a similar capacity to various other entities, all of which are engaged in investment or investment management activities. (d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, 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 was or is 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) Stagg and Katcher are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The Master Fund expended an aggregate of approximately $2,047,313 of its investment capital to acquire the 309,600 shares of Common Stock. The Managed Account expended an aggregate of approximately $2,096,663 of its investment capital to acquire the 319,100 shares of Common Stock. The Funds effected the purchases of Common Stock primarily through margin accounts maintained for them with Bear Stearns Securities Clearing Corp., which extends margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction The purpose of the acquisition of the shares by each of the Funds is for investment. The Reporting Persons may cause each of the Funds to make further acquisitions of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by the Funds at any time. On April 19, 2007, the Management Company sent the President and Chief Executive Officer of the Company a letter which, among other things, requested representation on the Board of Directors of the Company and requested a meeting with the Board of Directors to discuss the Management Company's views with respect to creating shareholder value and improving the market's impression of the intrinsic value of the Company's business. A copy of the letter is filed herewith as Exhibit 99.2 and is incorporated herein by reference in its entirety. The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy. Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters. Item 5. Interest in Securities of the Issuer (a) Based upon information set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, there were 5,000,000 shares of Common Stock issued and outstanding at March 30, 2007. As of the date hereof: 1. The Management Company, in its capacity as investment adviser to the Funds, is deemed to beneficially own 628,700 shares of Common Stock owned directly by the Funds. Such shares represent approximately 12.6% of the Company's outstanding shares. 2. The Master Fund directly owns 309,600 shares of Common Stock, representing approximately 6.2% of the Company's outstanding shares. 3. Each of Stagg and Katcher, in their capacity as principal control persons of the Management Company, are deemed to beneficially own 628,700 shares of Common stock owned directly by the Funds. Such shares represent approximately 12.6% of the Company's outstanding shares. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, sole power to dispose or direct the disposition, shared power to vote or to direct the vote, or shared power to dispose or direct the disposition for the Reporting Persons is set forth on the cover pages of this Statement on Schedule 13D, and such information is incorporated herein by reference. (c) Except as disclosed below, no transactions in the Common Stock were effected by any of the Reporting Persons within the past sixty (60) days. Open Market transactions by the Master Fund and the Managed Account in Common Stock during the past 60 days Date Transaction Shares Price Per Share($) - ----------------- ------------------- --------------- ------------------------- 2/28/2007 BUY 2,700 5.33 - ----------------- ------------------- --------------- ------------------------- 3/01/2007 BUY 9,500 5.19 - ----------------- ------------------- --------------- ------------------------- 3/27/2007 BUY 34,600 4.03 - ----------------- ------------------- --------------- ------------------------- 3/28/2007 BUY 45,900 4.77 - ----------------- ------------------- --------------- ------------------------- 3/29/2007 BUY 2,600 4.83 - ----------------- ------------------- --------------- ------------------------- 3/30/2007 BUY 10,000 4.97 - ----------------- ------------------- --------------- ------------------------- (d) Other than the Funds which directly hold the shares reported on herein, and except as set forth in this Item 5, no person 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, the shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer By virtue of the relationships among the Reporting Persons and the Funds, as described in this Schedule 13D, the Reporting Persons and the Funds may be deemed to be a "group" under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, each Reporting Person expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any other Reporting Person or the Funds and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any Reporting Person is a beneficial owner of any such shares. Item 7. Material to be filed as Exhibits 99.1. Joint Filing Agreement, dated as of April 25, 2007, by and between the Reporting Persons. 99.2. Letter, dated April 19, 2007, from the Management Company to the Company. Signatures After reasonable inquiry and to the best of my (our) knowledge and belief, I (we) certify that the information set forth in this statement is true, complete and correct. Date: April 25, 2007 3V Capital Management LLC /s/ Scott A. Stagg - ----------------------------- By: Scott A. Stagg Title: Managing Member 3V Capital Master Fund, Ltd. /s/ Scott A. Stagg - ----------------------------- By: Scott A. Stagg Title: Director /s/ Scott A. Stagg - ----------------------------- Scott A. Stagg, an individual /s/ Gary Katcher - ----------------------------- Gary Katcher, an individual EX-99.1 2 sched13dex99-1_042507upg.txt EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement 3V Capital Management LLC, a Delaware limited liability company; 3V Capital Master Fund, Ltd., a British Virgin Islands business company; and Scott A. Stagg and Gary Katcher, each an individual, hereby agree to file jointly the statement on Schedule 13D to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G 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 amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe 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 Schedule 13D, and any amendments thereto, filed on behalf of each of the parties hereto. Date: April 25, 2007 3V Capital Management LLC /s/ Scott A. Stagg - ----------------------------- By: Scott A. Stagg Title: Managing Member 3V Capital Master Fund, Ltd. /s/ Scott A. Stagg - ----------------------------- By: Scott A. Stagg Title: Director /s/ Scott A. Stagg - ----------------------------- Scott A. Stagg, an individual /s/ Gary Katcher - ----------------------------- Gary Katcher, an individual EX-99.2 3 sched13dex99-2_042507upg.txt EXHIBIT 99.2 - LETTER TO BOARD OF UPG 3V Capital Management LLC 1 Greenwich Office Park South 51 East Weaver Street Greenwich, CT 06831 April 19, 2007 Board of Directors c/o Mr. Randy Hardin President and Chief Executive Officer Universal Power Group, Inc. 1720 Hayden Drive Carrollton, TX 75006 Members of the Board: 3V Capital Management is the investment advisor to funds which own 628,700 shares or 12.6% of the common stock of Universal Power Group, Inc. ("UPG" or the "Company"). As such, we are the largest non-affiliate shareholder, the second largest overall. First and foremost, we commend the management of UPG for building a great business with a world class Board, unique products and strong relationships with key customers. We recognize the challenges of managing a business which has been growing as fast as UPG. We also appreciate UPG's commitment to sound corporate governance as expressed by the "Corporate Governance Guidelines" published on the Company's website. Just as you must be, we are concerned about the performance of UPG's stock which has fallen 33.6% since the IPO last December based upon yesterday's closing price of $4.65 per share. We believe that the stock is grossly undervalued at this price. It is obvious the market does not ascribe a value to the Company, for whatever reason, which we believe to be consistent with the intrinsic value of the business. We believe our interests and those of the Board are aligned: to create shareholder value in the most effective and expeditious way and do what is possible to ensure the market is reflecting the fair value of the business as consistently and often as feasible. Accordingly, as the largest unaffiliated shareholder with 21% of the public float, we would like the opportunity to express our ideas and views on ways to enhance shareholder value, and to express such views with representation on the Board. We have an excellent relationship with senior management. Our intent is to work constructively and consensually with your executive management team and the entire Board to help refine and better communicate your business strategy and operating plan to the investor community. Our investment portfolio and client network provides us with considerable access to and strong relationships with the institutional investor and analyst community in ways which can be quite beneficial to you and all of UPG's shareholders. Moreover, while we are not being critical per se of UPG's business model, we would like to demonstrate to you that we have the resources to help expedite the achievement of management's financial goals, improve profitability and drive the performance of UPG's stock. We trust that the Board would welcome our voice and the shareholder perspective it would bring to the Board's inner deliberations. Our suggestion is in the best interest of all shareholders because it provides significant outside shareholder representation on the Board. We wish only to be constructive in evaluating matters which bear on the appropriate reflection of the value of this business in the stock market and would like to meet with the directors at their convenience. Very truly yours, /s/ David D.R. Bullock David D.R. Bullock Managing Director -----END PRIVACY-ENHANCED MESSAGE-----