Amendment No. 3 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, GaNYvd3DNB42DYiE6hW6Bvr7bdPM2+isJEhQpcQuL+BSTKNN884y1YTR/1PkDgQt YBRp6NNb39knY7sGABJ89w== 0001193125-08-130446.txt : 20080609 0001193125-08-130446.hdr.sgml : 20080609 20080609165803 ACCESSION NUMBER: 0001193125-08-130446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080609 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: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20993 FILM NUMBER: 08888682 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 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. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 3)*

MODINE MANUFACTURING COMPANY

(Name of Issuer)

Common Shares, $0.625 Par Value

(Title of Class of Securities)

607828100

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

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

June 5, 2008

(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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 607828100


1	NAMES 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 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 1,023,785 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,023,785 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,785 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.17%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 607828100


1	NAMES 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 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 505,501 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 505,501 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 505,501 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.57%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 607828100


1	NAMES 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 83,614 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 83,614 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,614 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 607828100


1	NAMES 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 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 1,612,900 Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,612,900 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,612,900 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.00%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 607828100


1	NAMES 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 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 1,612,900 Common Shares*
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 1,612,900 Common Shares*
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,612,900 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.00%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

INTRODUCTION

This statement amends the Schedule 13D, dated November 8, 2006, as amended by Amendment No. 1, dated May 15, 2007, and Amendment No. 2, dated February 7, 2008 (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 the Common Shares, $0.625 par value per share (“Common Shares”), of Modine Manufacturing Company, a Wisconsin corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 3 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Amended Schedule 13D.

1. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4.

Purpose of Transaction.

Shamrock Activist Value Fund has disposed of an aggregate of 480,000 Common Shares on the dates and at the prices set forth on the Schedule of Transactions attached hereto as Exhibit 6 and incorporated by reference herein. All sales by Shamrock Activist Value Fund were made in the open market on the New York Stock Exchange. As a result of such dispositions, Shamrock Activist Value Fund now has beneficial ownership of 1,612,900 Common Shares, representing approximately 5.00% of the issued and outstanding Common Shares.

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 others.

SAVF is the owner of 1,023,785 Common Shares, which represents approximately 3.17% of the issued and outstanding Common Shares. SAVF II is the owner of 505,501 Common Shares, which represents approximately 1.57% of the issued and outstanding Common Shares. SAVF III is the owner of 83,614 Common Shares, which represents approximately 0.26% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 1,612,900 Common Shares, which represents approximately 5.00% 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 1,612,900 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.00% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,612,900 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.00% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,612,900 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 1,612,900 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 of the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 32,262,884 Common Shares were outstanding as of June 5, 2008, based on the information contained in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on May 30, 2008.

(c) During the last 60 days, SAVF, SAVF II and SAVF III disposed of 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 6 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 in the last 60 days.

(d) Not applicable.

(e) On June 6, 2008, SAVF, SAVF II and SAVF III ceased to be the beneficial owners of more than 5% of the issued and outstanding Common Shares of the Company. The reporting obligations of the Reporting Persons with respect to the Common Shares pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder are therefore terminated.

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

ITEM 7.

Material to be Filed as Exhibits.


Exhibit		Document

Exhibit 6	—	Schedule of Transactions

Exhibit 7	—	Joint Filing Agreement, dated November 8, 2006, 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: June 6, 2008


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


Exhibit		Document

Exhibit 6	—	Schedule of Transactions

Exhibit 7	—	Joint Filing Agreement, dated November 8, 2006, 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-99.6 2 dex996.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 6

Schedule of Transactions


Shamrock Activist Value Fund, L.P.

Date	Number of Common Shares Sold	Price Per Common Share in $US*		Total Sale Price
05/06/08	15,817	$	17.3348	$	274,185
05/07/08	15,817	$	17.2507	$	272,854
05/08/08	15,817	$	16.6989	$	264,127
05/09/08	15,817	$	16.7728	$	265,295
05/12/08	15,817	$	17.5913	$	278,242
05/13/08	15,817	$	17.5820	$	278,094
05/14/08	15,817	$	17.6690	$	279,471
05/15/08	15,817	$	17.5175	$	277,074
05/16/08	15,817	$	17.0246	$	269,278
05/19/08	15,817	$	17.2132	$	272,261
05/20/08	15,817	$	16.7684	$	265,225
05/21/08	15,817	$	16.8501	$	266,517
05/22/08	15,817	$	16.5840	$	262,309
06/04/08	18,979	$	16.4864	$	312,895
06/05/08	37,961	$	16.8300	$	638,883
06/06/08	41,123	$	16.0664	$	660,697

Total	303,684			$	5,137,407


Shamrock Activist Value Fund II, L.P.

Date	Number of Common Shares Sold	Price Per Common Share in $US*		Total Sale Price
05/06/08	7,861	$	17.3348	$	136,269
05/07/08	7,861	$	17.2507	$	135,608
05/08/08	7,861	$	16.6989	$	131,270
05/09/08	7,861	$	16.7728	$	131,851
05/12/08	7,861	$	17.5913	$	138,285
05/13/08	7,861	$	17.5820	$	138,212
05/14/08	7,861	$	17.6690	$	138,896
05/15/08	7,861	$	17.5175	$	137,705
05/16/08	7,861	$	17.0246	$	133,830
05/19/08	7,861	$	17.2132	$	135,313
05/20/08	7,861	$	16.7684	$	131,816
05/21/08	7,861	$	16.8501	$	132,458
05/22/08	7,861	$	16.5840	$	130,367
06/04/08	9,434	$	16.4864	$	155,533
06/05/08	18,866	$	16.8300	$	317,515
06/06/08	20,439	$	16.0664	$	328,380

Total	150,932			$	2,553,308


Shamrock Activist Value Fund III, L.P.

Date	Number of Common Shares Sold	Price Per Common Share in $US*		Total Sale Price
05/06/08	1,322	$	17.3348	$	22,917
05/07/08	1,322	$	17.2507	$	22,805
05/08/08	1,322	$	16.6989	$	22,076
05/09/08	1,322	$	16.7728	$	22,174
05/12/08	1,322	$	17.5913	$	23,256
05/13/08	1,322	$	17.5820	$	23,243
05/14/08	1,322	$	17.6690	$	23,358
05/15/08	1,322	$	17.5175	$	23,158
05/16/08	1,322	$	17.0246	$	22,506
05/19/08	1,322	$	17.2132	$	22,756
05/20/08	1,322	$	16.7684	$	22,168
05/21/08	1,322	$	16.8501	$	22,276
05/22/08	1,322	$	16.5840	$	21,924
06/04/08	1,587	$	16.4864	$	26,164
06/05/08	3,173	$	16.8300	$	53,402
06/06/08	3,438	$	16.0664	$	55,236

Total	25,384			$	429,419

*	Excludes Brokerage Commissions

EX-99.7 3 dex997.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7

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 Modine Manufacturing Company 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: November 8, 2006


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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