0000902664-13-000041.txt : 20130107 0000902664-13-000041.hdr.sgml : 20130107 20130107154428 ACCESSION NUMBER: 0000902664-13-000041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ancestry.com Inc. CENTRAL INDEX KEY: 0001469433 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 261235962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85298 FILM NUMBER: 13515172 BUSINESS ADDRESS: STREET 1: 360 WEST 4800 NORTH CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-705-7000 MAIL ADDRESS: STREET 1: 360 WEST 4800 NORTH CITY: PROVO STATE: UT ZIP: 84604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p13-0018sc13g.htm ANCESTRY.COM INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 

Ancestry.com Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

032803108

(CUSIP Number)
 

December 27, 2012

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 16 Pages)

 

______________________________

*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 in 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. 03280310813GPage 2 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

M.H. Davidson & Co.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 
CUSIP No. 03280310813GPage 3 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Davidson Kempner Partners

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 03280310813GPage 4 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Davidson Kempner Institutional Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 03280310813GPage 5 of 16 Pages

 

  

1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 03280310813GPage 6 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 03280310813GPage 7 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 03280310813GPage 8 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Stephen M. Dowicz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 03280310813GPage 9 of 16 Pages

Item 1(a). NAME OF ISSUER
   
  Ancestry.com Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  360 West 4800 North, Provo, UT 84604

 

Item 2(a). NAME OF PERSON FILING
   
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) M. H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company, is the general partner of CO. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
   
  (ii) Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD. DKCM is responsible for the voting and investment decisions of DKP;
     
  (iii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
     
  (iv) Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL"). Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company, is the investment manager of DKIL. DKCM is responsible for the voting and investment decisions of DKIL;
     
  (v) Davidson Kempner Capital Management LLC, a New York limited liability company and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO, DKP, DKIP, and DKIL ("DKCM") either directly or by virtue a sub-advisory agreement with the investment manager of the relevant fund. The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant and Morgan Blackwell; and
     
  (vi) Messrs. Thomas L. Kempner, Jr., and Stephen M. Dowicz through DKCM, are responsible for the voting and investment decisions relating to the securities held by CO, DKP, DKIP and DKIL reported herein. 

 
CUSIP No. 03280310813GPage 10 of 16 Pages

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

  The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Partners, 65 East 55th Street, 19th Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP
   
  (i) CO – a New York limited partnership
   
  (ii) DKP – a New York limited partnership
   
  (iii) DKIP – a Delaware limited partnership
   
  (iv) DKIL – a British Virgin Islands corporation
   
  (v) DKCM – a New York limited liability company
   
  (vi) Messrs. Thomas L. Kempner, Jr. and Stephen M. Dowicz – United States

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.0001 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  032803108

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 
CUSIP No. 03280310813GPage 11 of 16 Pages

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:______________________________

 

Item 4. OWNERSHIP
   
  The percentages used in this Schedule 13G are calculated based upon 43,365,172 shares of Common Stock reported to be outstanding as of November 30, 2012 in the Issuer's Definitive Proxy Statement filed on November 30, 2012.
   
  A. CO
    (a) Amount beneficially owned: 0 (but immediately prior to the effective time of the merger described in the Issuer's Current Report on Form 8-K filed on December 28, 2012 (the "Merger"), 58,337 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class: 0%  (but immediately prior to the effective time of the Merger, 0.13%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 58,337 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 58,337 shares of Common Stock that currently represent the right to receive the cash merger consideration)
  B. DKP
    (a) Amount beneficially owned:  0 (but immediately prior to the effective time of the Merger, 487,548 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class:  0%  (but immediately prior to the effective time of the Merger, 1.12%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 487,548 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0

 
CUSIP No. 03280310813GPage 12 of 16 Pages

 

 

      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 487,548 shares of Common Stock that currently represent the right to receive the cash merger consideration)

  

  C. DKIP
    (a) Amount beneficially owned:  0 (but immediately prior to the effective time of the Merger, 1,122,770 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class:  0%  (but immediately prior to the effective time of the Merger, 2.59%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 1,122,770 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 1,122,770 shares of Common Stock that currently represent the right to receive the cash merger consideration)
   
  D. DKIL  
    (a) Amount beneficially owned:  0 (but immediately prior to the effective time of the Merger, 1,149,543 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class:  0%  (but immediately prior to the effective time of the Merger, 2.65%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 1,149,543 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 1,149,543 shares of Common Stock that currently represent the right to receive the cash merger consideration)
             

 
CUSIP No. 03280310813GPage 13 of 16 Pages

  

  E. DKCM
    (a) Amount beneficially owned:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class:  0%  (but immediately prior to the effective time of the Merger, 6.50%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)
   
  F. Thomas L. Kempner, Jr. and Stephen M. Dowicz
    (a) Amount beneficially owned:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)
     
    (b) Percent of class:  0%  (but immediately prior to the effective time of the Merger, 6.50%)
     
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  0 (but immediately prior to the effective time of the Merger, 2,818,198 shares of Common Stock that currently represent the right to receive the cash merger consideration)

 

 
CUSIP No. 03280310813GPage 14 of 16 Pages

  

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ý

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 03280310813GPage 15 of 16 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: January 7, 2013

  M.H. DAVIDSON & CO.
  By: M.H. Davidson & Co. GP, L.L.C.
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:  Executive Managing Member
   
DAVIDSON KEMPNER PARTNERS
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
DAVIDSON KEMPNER INTERNATIONAL, LTD.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

 

 
 

   
  /s/ Thomas L. Kempner, Jr.                
  Thomas L. Kempner, Jr.
   
  /s/  Stephen M. Dowicz                       
  Stephen M. Dowicz
   
   
   

 

 
CUSIP No. 03280310813GPage 16 of 16 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: January 7, 2013

 

  M.H. DAVIDSON & CO.
  By: M.H. Davidson & Co. GP, L.L.C.
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:  Executive Managing Member
   
  davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

 

 
 

 

   
  davidson kempner CAPITAL MANAGEMENT LLC
   
  /s/ Thomas L. Kempner, Jr.                
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  /s/ Thomas L. Kempner, Jr.                
  Thomas L. Kempner, Jr.
   
  /s/  Stephen M. Dowicz                       
  Stephen M. Dowicz