Schedule 13D/A

0000950123-10-072634.txt : 20100804 0000950123-10-072634.hdr.sgml : 20100804 20100804173013 ACCESSION NUMBER: 0000950123-10-072634 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100804 DATE AS OF CHANGE: 20100804 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: BLACKWELL PARTNERS, LLC GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL MANAGEMENT, LLC GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BENIHANA INC CENTRAL INDEX KEY: 0000935226 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650538630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48717 FILM NUMBER: 10992077 BUSINESS ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055930770 MAIL ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 c04364sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

Benihana Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

082047200

(CUSIP Number)

Christopher Shackelton/Adam Gray
767 Third Avenue, 35th Floor
New York, NY 10017

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

Copy to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: William D. Regner, Esq.
Telephone: (212) 909-6000

August 3, 2010

(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 Rule 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.		082047200


1	NAMES OF REPORTING PERSONS Coliseum Capital Management, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,343,883

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			1,343,883

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,343,883

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)

	13.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO, IA


CUSIP No.		082047200


1	NAMES OF REPORTING PERSONS Coliseum Capital, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			674,162

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			674,162

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	674,162

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)

	6.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		082047200


1	NAMES OF REPORTING PERSONS Coliseum Capital Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			674,162

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			674,162

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	674,162

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)

	6.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		082047200


1	NAMES OF REPORTING PERSONS Blackwell Partners, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Georgia

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			669,721

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			669,721

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	669,721

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)

	6.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		082047200


1	NAMES OF REPORTING PERSONS Adam Gray


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,343,883

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			1,343,883

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,343,883

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)

	13.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		082047200


1	NAMES OF REPORTING PERSONS Christopher Shackelton


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,343,883

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			1,343,883

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,343,883

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)

	13.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Explanatory Note: This Amendment No. 7 (this “Amendment”), to the Schedule 13D (the “Initial 13D”) filed by the Filers (as defined below in Item 2) with the U.S. Securities and Exchange Commission (the “Commission”) on February 17, 2010, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on April 15, 2010 (“Amendment No. 1”), Amendment No. 2 to the Initial 13D filed on May 26, 2010 (“Amendment No. 2”), Amendment No. 3 to the Initial 13D filed on July 1, 2010 (“Amendment No. 3”), Amendment No. 4 to the Initial 13D filed on July 15, 2010 (“Amendment No. 4”), Amendment No. 5 to the Initial 13D filed on July 23, 2010 (“Amendment No. 5”), and Amendment No. 6 to the Initial 13D filed on August 2, 2010 (“Amendment No. 5”), amends and supplements the items set forth herein. This Amendment relates to shares of Class A Common Stock, $0.10 par value per share (the “Class A Common Stock”) of Benihana Inc. (the “Issuer”). Since the filing of Amendment No. 6, the Filers have not acquired beneficial ownership over additional shares of the Issuer’s Class A Common Stock. Since the filing of Amendment No. 3, the Filers have not acquired beneficial ownership over additional shares of the Issuer’s Common Stock, $0.10 par value per share (the “Common Stock”). The Filers do not beneficially own more than 5% of the Common Stock and do not have a separate reporting obligation under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock.


Item 1.		Security and Issuer

This statement relates to shares of Class A Common Stock of the Issuer. The principal executive office of the Issuer is located at 8685 Northwest 53rd Terrace, Miami, FL 33166.


Item 2.		Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a)

As used in this statement, the term “Filers” collectively refers to:

	•		Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

	•		Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

	•		Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

	•		Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”);

	•		Adam Gray (“Gray”); and

	•		Christopher Shackelton (“Shackelton”)

(b)

The address of the principal business and office of the Filers (other than Blackwell) is 767 Third Avenue, 35th Floor, New York, NY 10017. The address of the principal business and office of Blackwell is c/o DUMAC, LLC, 406 Blackwell Street, Suite 300, Durham, NC 27701.

	(c)		Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

			CCM is the investment adviser to CCP, which is an investment limited partnership. CC is the General Partner of CCP, and Gray and Shackelton are the managers of CC. Blackwell is a separate account advisory client of CCM, and Gray and Shackelton are the managers of CCM. Blackwell has no voting or dispositive power with respect to the shares of Stock reported herein.

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

	(e)		During the last five years, none of the Filers was 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)		The citizenship or place of organization for each of the Filers is listed in Row 6 of the cover pages hereto.


Item 4.		Purpose of Transaction

Item 4 is amended and supplemented as follows:

On August 3, 2010, CCP renewed its July 22, 2010 written demand to obtain a stockholder list and other records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law (the “Renewed Demand Letter”). A copy of the Renewed Demand Letter is attached hereto as Exhibit F and incorporated herein by reference. The description herein of the demand letter is qualified in its entirety by reference to the complete text of such letter. The Filers may use any information obtained pursuant to the New Demand Letter to communicate with certain other stockholders of the Issuer regarding nominees to the Issuer’s Board of Directors to be considered by stockholders at the 2010 Annual Meeting, and any other matters relating to Filers’ interest as shareholders of the Issuer.


Item 7.		Material to Be Filed as Exhibits

Item 7 is supplemented as follows:

Renewed Demand Letter, dated August 3, 2010, from Coliseum Capital Partners, L.P. to Darwin C. Dornbush, Corporate Secretary of the Benihana Inc., set forth in Exhibit F.

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: August 4, 2010


COLISEUM CAPITAL MANAGEMENT, LLC		BLACKWELL PARTNERS, LLC

		By:	Coliseum Capital Management, LLC, Attorney-in-fact
By:	/s/ Christopher Shackelton	/s/ Adam Gray

	Christopher Shackelton, Manager	Adam Gray, Manager

COLISEUM CAPITAL PARTNERS, L.P.		CHRISTOPHER SHACKELTON

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Adam Gray	/s/ Christopher Shackelton

	Adam Gray, Manager	Christopher Shackelton

COLISEUM CAPITAL, LLC		ADAM GRAY

By:	/s/ Adam Gray	/s/ Adam Gray

	Adam Gray, Manager	Adam Gray

EX-99.F 2 c04364exv99wf.htm EXHIBIT F Exhibit F

Exhibit F

Coliseum Capital Partners, L.P.
767 Third Ave 35th Floor
New York, NY 10017

August 3, 2010

BY FACSIMILE & FEDERAL EXPRESS

Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida 33166
Attn: Mr. Darwin C. Dornbush, Corporate Secretary

Dear Mr. Dornbush:

Coliseum Capital Partners, L.P., a Delaware limited partnership (“Coliseum Capital”), is the beneficial owner of: (i) 674,162 shares of Class A Common Stock, par value $0.10 per share (the “Class A Common Stock”), of Benihana Inc., a Delaware corporation (the “Company”), 1,000 shares of which are held of record by Coliseum Capital (the “Class A Shares”), and (ii) 116,041 shares of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company, 1,000 shares of which are held of record by Coliseum Capital (collectively with the Class A Shares, the “Shares”), as of the close of business on the date hereof.

On July 22, 2010, Coliseum Capital sent a written demand to the Company to inspect certain books, records and documents of the Company (the “Initial Demand Letter”). Pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”), the Company was required to provide such information or to reply to such demand within five business days after the written demand was made, and as of the date hereof, no such information nor any response has been received from the Company, nor has any response from the Company regarding any deficiency in such Initial Demand Letter been received.

As the record holder of the Shares, Coliseum Capital hereby renews its written demand under oath, pursuant to Section 220 of the DGCL, during the usual hours for business, to inspect the following books, records and documents of the Company and to make copies or extracts therefrom:

(a) A complete record or list of the holders of the Class A Common Stock and Common Stock, certified by its transfer agent(s) and/or registrar(s), showing the name, address and number of shares registered in the name of each such holder as of the date hereof and the record date established for the 2010 annual meeting of stockholders of the Company (which record date we understand to be August 10, 2010) and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”) or any other meeting of stockholders held in lieu thereof (the date hereof and the record date, the “Determination Date”);

(b) A magnetic computer tape list, cd-rom or other electronic medium of the holders of the Class A Common Stock and Common Stock as of the Determination Date, showing the name, address and number of shares registered in the name of each such holder; such computer processing data as is necessary for Coliseum Capital to make use of such magnetic computer tape; and a hard copy printout of such magnetic computer tape for verification purposes;

(c) A stop list or stop lists relating to shares of Class A Common Stock and Common Stock of the Company and any additions or deletions thereto, and any daily transfer sheets after the Determination Date;

(d) All information in the Company’s, its transfer agent’s or its proxy solicitor’s or any of their agents’ possession, or which can reasonably be obtained from nominees of any central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies, voting trusts and their nominees or other nominees, concerning the number, identity of, and shares held by the actual beneficial owners of the Class A Common Stock and Common Stock as of the Determination Date, including an alphabetical breakdown of any holdings in the respective names of Cede & Co. and other similar depositories or nominees as well as any material request list provided by Broadridge Financial Solutions, Inc. and any omnibus proxies issued by such entities;

(e) All information in or which comes into the Company’s or its proxy solicitor’s or any of their agents’ possession or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the non-objecting beneficial owners of the Class A Common Stock and Common Stock in the format of a magnetic computer tape, cartridge file or other electronic medium of such owners showing the name, address and number of shares registered in the name of each such owner; such computer processing data as is necessary for Coliseum Capital to make use of such magnetic computer tape or cartridge; and a hard copy printout of such magnetic computer tape or cartridge for verification purposes (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from Broadridge Financial Solutions, Inc.);

(f) All “respondent bank” lists and omnibus proxies for such lists, pursuant to Rule 14b-2 of the Exchange Act;

(g) A list of stockholders of the Company who are participants in any Company employee stock ownership, stock purchase, stock option, retirement, restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of Class A Common Stock and Common Stock under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing (i) the name and address of each such participant, (ii) the number of shares of Class A Common Stock and Common Stock attributable to each such participant in any such plan, and (iii) the method by which Coliseum Capital or its agents may communicate with each such participant, as well as the name, firm and phone number of the trustee or administrator of such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either they do not receive instructions or shares which are outstanding in the plan but are unallocated to any participant;

(h) A list of all holders of the Class A Common Stock and Common Stock and respondent banks (and their email addresses) who have elected to receive electronic copies of proxy materials with respect to meetings of stockholders of the Company pursuant so Rule l4a-l6(j)(2) of the Exchange Act; and

(i) A correct and complete copy of the bylaws of the Company.

Coliseum Capital demands that modifications, additions or deletions to any and all information referred to in paragraphs (a) through (i) be immediately furnished as such modifications, additions or deletions become available to the Company or its agents or representatives.

Coliseum Capital will bear the reasonable costs incurred by the Company including those of its transfer agent(s) or registrar(s) in connection with the production of the information demanded.

The purpose of this demand is to enable Coliseum Capital to communicate with the Company’s stockholders in connection with the election of directors at the Annual Meeting, and any other matters as may properly come before the Annual Meeting.

Coliseum Capital hereby designates and authorizes Arthur Crozier, Co-Chairmen of Innisfree M&A Incorporated, and any other persons designated by him or by Coliseum Capital, acting singly or in any combination, to conduct the inspection and copying herein requested. It is requested that the materials identified above be made available to the designated parties immediately. Accordingly, please advise Mr. Crozier, at (212) 750-5837, as promptly as practicable, when the items requested above will be made available to Coliseum Capital. If the Company contends that this demand is incomplete or is otherwise deficient in any respect, please notify Coliseum Capital immediately in writing, with a copy to William D. Regner, Esq., of Debevoise & Plimpton LLP, 919 Third Avenue, New York, NY 10022, telephone (212) 909-6698, facsimile (212) 521-7698, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Coliseum Capital will assume that the Company agrees that this demand complies in all respects with the requirements of the DGCL. Adam Gray, as managing director of Coliseum Capital and on behalf of Coliseum Capital, not in his personal capacity, hereby certifies under penalty of perjury under the laws of the United States that the statements made herein are true and correct. Coliseum Capital reserves the right to withdraw or modify this demand at any time.


Very truly yours, Coliseum Capital Partners, L.P.
By:	Coliseum Capital, LLC, general partner

By:	/s/ Adam Gray
	Name:	Adam Gray
	Title:	Managing Director