-----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, KOoNiAAjsbhcXBtkM8gIcKASHcUgCniXmFuDVEszdidQ2vJWY8Kak7qm4kKo11Wl Z2z06bimxAsp98P4CW4MiQ== 0001315926-06-000014.txt : 20060919 0001315926-06-000014.hdr.sgml : 20060919 20060918183828 ACCESSION NUMBER: 0001315926-06-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060918 GROUP MEMBERS: MERIDEE A. MOORE GROUP MEMBERS: WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: WATERSHED CAPITAL PARTNERS, L.P. GROUP MEMBERS: WS PARTNERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37737 FILM NUMBER: 061096624 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Watershed Asset Management, L.L.C. CENTRAL INDEX KEY: 0001315926 IRS NUMBER: 300012121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 1525 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 391-8900 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 1525 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 carmike13d_a3.txt ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response........11 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Carmike Cinemas, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.03 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 143436400 - -------------------------------------------------------------------------------- (CUSIP Number) Erin Ross Watershed Asset Management, L.L.C. One Maritime Plaza, Suite 1525 San Francisco, California 94111 (415) 391-8900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 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), 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 Section 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 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). (Continued on following pages) Page 1 of 15 Pages 13D =================== CUSIP No. 143436400 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Watershed Capital Partners, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]** 2 ** The reporting persons making this filing hold an aggregate of 853,185 Shares, which is 6.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 WC - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 152,215 ------------============================================ EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================ SHARED DISPOSITIVE POWER 10 152,215 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 152,215 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.2% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------==================================================================== Page 2 of 15 Pages 13D =================== CUSIP No. 143436400 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Watershed Capital Institutional Partners, L.P. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]** 2 ** The reporting persons making this filing hold an aggregate of 853,185 Shares, which is 6.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 WC - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 467,100 ------------============================================ EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================ SHARED DISPOSITIVE POWER 10 467,100 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 467,100 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.7% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------==================================================================== Page 3 of 15 Pages 13D =================== CUSIP No. 143436400 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Watershed Asset Management, L.L.C. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]** 2 ** The reporting persons making this filing hold an aggregate of 853,185 Shares, which is 6.7% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 AF - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 853,185 ------------============================================ EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================ SHARED DISPOSITIVE POWER 10 853,185 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 853,185 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.7% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------==================================================================== Page 4 of 15 Pages 13D =================== CUSIP No. 143436400 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WS Partners, L.L.C. - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]** 2 ** The reporting persons making this filing hold an aggregate of 853,185 Shares, which is 6.7% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 AF - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 619,315 ------------============================================ EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================ SHARED DISPOSITIVE POWER 10 619,315 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 619,315 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.9% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------==================================================================== Page 5 of 15 Pages 13D =================== CUSIP No. 143436400 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Meridee A. Moore - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]** 2 ** The reporting persons making this filing hold an aggregate of 853,185 Shares, which is 6.7% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 AF - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 853,185 ------------============================================ EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================ SHARED DISPOSITIVE POWER 10 853,185 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 853,185 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.7% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------==================================================================== Page 6 of 15 Pages This Amendment No. 3 to Schedule 13D amends the Schedule 13D initially filed on August 8, 2005 (collectively, with all amendments thereto, the "Schedule 13D"). Item 3. Source And Amount Of Funds And Other Consideration - ------ -------------------------------------------------- Item 3 of the Schedule 13D is amended and supplemented by the following: The net investment cost (including commissions) for the Shares acquired by each of the Partnerships and Watershed Offshore since the filing of the prior Schedule 13D is set forth below: Entity Shares Acquired Approximate Net ------ --------------- Investment Cost --------------- WCP 20,500 $ 390,884.47 WCIP 55,800 $ 1,064,043.16 Watershed Offshore 27,300 $ 520,735.57 Each of WCP, WCIP and Watershed Offshore obtained the consideration for its acquisitions reported above from its working capital. Item 4. Purpose Of The Transaction - ------- -------------------------- Item 4 of the Schedule 13D is amended and restated in its entirety as follows: The Company has nominated Kevin D. Katari to fill a current vacancy on the Company's Board of Directors. Mr. Katari is a managing member of the Management Company and the General Partner. For more information, see the Current Report on Form 8-K filed by the Company on September 18, 2006. If elected, Mr. Katari intends to serve on the Company's Board of Directors. The purpose of the acquisition of the Shares is for investment, and the acquisitions of the Shares by each of the Partnerships and Watershed Offshore were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. As reported in the Reporting Persons' Amendment No. 1 to Schedule 13D filed on October 6, 2005 (the "Amended Schedule 13D"), the Reporting Persons intend to review their holdings in the Company on a continuing basis. As part of their ongoing review, the Reporting Persons have sought and may continue to seek the advice of legal and financial advisors to assist them in such Page 7 of 15 Pages review and in evaluating alternatives that are or may become available with respect to the Company or the Reporting Persons' holdings in the Company. Also, consistent with their investment intent and in an effort to maximize shareholder value, the Reporting Persons have had and may continue to have discussions with the Company's management and/or stockholders regarding alternatives for enhancing stockholder value. The Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company, one or more members of the board of directors of the Company, potential investors in the Company and/or other persons regarding the Company, including but not limited to its operations. While no specific plan or proposal has been made beyond the suggestions contained in the letter sent to the Company by the Reporting Persons on October 6, 2005, which was attached as Exhibit 2 to the Amended Schedule 13D, the Reporting Persons may consider a number of possible strategies for enhancing the value of their investment in the Company, or other extraordinary matters relating to the Company, including, among other things, any or all of the items contemplated by paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. In that connection and consistent with its investment considerations, the Reporting Persons may from time to time and at any time purchase additional Shares or sell some or all of the Shares depending upon, among other things, current and anticipated future trading prices for the Company's common stock, the financial condition, results of operations and prospects of the Company and its businesses, general economic, market and industry conditions, and the Reporting Persons' overall investment portfolio, strategic objectives, liquidity requirements, and financial condition and/or other investment considerations. No Reporting Person has any specific plan or proposal to acquire or dispose of Shares, including but not limited to a determination regarding a maximum or minimum number of Shares which it may hold at any point in time. The review and the considerations noted above may lead to the taking of any of the actions set forth above or may lead the Reporting Persons to consider other alternatives. However, there Page 8 of 15 Pages can be no assurance that the Reporting Persons will develop or suggest any plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Company, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in their respective sole discretion, to take any of the actions set forth above. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Item 5. Interest In Securities Of The Issuer - ------- ------------------------------------ Item 5 of the Schedule 13D is amended and restated in its entirety as follows: (a) The Partnerships ---------------- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Partnership is incorporated herein by reference for each such Partnership. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 12,715,622 Shares outstanding as of August 15, 2006 as reported by the Company in its Quarterly Report on Form 10-Q for the period ended June 30, 2006 filed with the Securities and Exchange Commission on August 25, 2006. (c) The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Partnerships in the past 60 days are set forth on Schedules A-B hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) The General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Management Company, as an investment adviser, has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Individual Reporting Person is the Senior Managing Member of the General Partner and the Management Company. Page 9 of 15 Pages (e) Not applicable. (b) The Management Company ---------------------- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference. (c) The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Management Company on behalf of Watershed Offshore in the past 60 days are set forth on Schedule C hereto and are incorporated herein by reference. All of such transactions were open-market transactions. For information regarding transactions by the Management Company on behalf of the Partnerships, see Item 5(a) above. (d) The Management Company, as an investment adviser, has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by Watershed Offshore and the Partnerships as reported herein. The General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Individual Reporting Person is the Senior Managing Member of the Management Company. (e) Not applicable. (c) The General Partner ------------------- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the General Partner is incorporated herein by reference. (c) None. (d) The General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Management Company, as an investment adviser, has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Individual Reporting Person is the Senior Managing Member of the General Partner and the Management Company. (e) Not applicable. Page 10 of 15 Pages (d) The Individual Reporting Person -------------------------------- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the Individual Reporting Person is incorporated herein by reference for the Individual Reporting Person. (c) None. (d) The General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Partnerships as reported herein. The Management Company, as an investment adviser, has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all the Shares held by Watershed Offshore and the Partnerships as reported herein. The Individual Reporting Person is the Senior Managing Member of the General Partner and the Management Company. (e) Not applicable. The Shares reported hereby for the Partnerships are owned directly by the Partnerships and those reported by the Management Company on behalf of Watershed Offshore are owned directly by Watershed Offshore. The General Partner, as general partner to the Partnerships, may be deemed to be the beneficial owner of all such Shares owned by the Partnerships. The Management Company, as investment adviser to Watershed Offshore and each of the Partnerships, may be deemed to be the beneficial owner of all such Shares owned by Watershed Offshore and the Partnerships, respectively. The Individual Reporting Person, as the Senior Managing Member of both the General Partner and the Management Company, may be deemed to be the beneficial owner of all such Shares owned by the Partnerships and Watershed Offshore. Each of the Management Company, the General Partner and the Individual Reporting Person hereby disclaims any beneficial ownership of any such Shares. Page 11 of 15 Pages SIGNATURES ---------- After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 18, 2006 /s/ Meridee A. Moore ---------------------------------------- WS PARTNERS, L.L.C., On its own behalf and As the General Partner of WATERSHED CAPITAL PARTNERS, L.P. and WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P. By Meridee A. Moore, Senior Managing Member /s/ Meridee A. Moore ---------------------------------------- WATERSHED ASSET MANAGEMENT, L.L.C. By Meridee A. Moore, Senior Managing Member /s/ Meridee A. Moore ---------------------------------------- Meridee A. Moore Page 12 of 15 Pages SCHEDULE A ---------- WATERSHED CAPITAL PARTNERS, L.P. -------------------------------- NO. OF SHARES PURCHASED (P) PRICE TRADE DATE OR SOLD (S) PER SHARE ($) ------------ ---------------- -------------- 06/20/2006 3,000 (P) 19.74 06/21/2006 3,000 (P) 19.60 06/28/2006 2,000 (P) 19.49 07/24/2006 2,600 (P) 20.16 08/25/2006 9,900 (P) 18.33 08/29/2006 1,800 (S) 19.20 08/30/2006 3,600 (S) 19.22 Page 13 of 15 Pages SCHEDULE B ---------- WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P. ---------------------------------------------- NO. OF SHARES PURCHASED (P) PRICE TRADE DATE OR SOLD (S) PER SHARE ($) ------------ ---------------- -------------- 06/20/2006 8,000 (P) 19.74 06/21/2006 8,000 (P) 19.60 06/28/2006 5,400 (P) 19.49 07/24/2006 100 (P) 19.94 07/24/2006 7,300 (P) 20.16 08/25/2006 27,000 (P) 18.33 08/29/2006 5,500 (S) 19.20 08/30/2006 10,900 (S) 19.22 Page 14 of 15 Pages SCHEDULE C ---------- WATERSHED ASSET MANAGEMENT, L.L.C. ---------------------------------- The transactions listed below were effected solely on behalf of Watershed Offshore. For transactions on behalf of WCP and WCIP, see Schedules A and B, respectively. NO. OF SHARES PURCHASED (P) PRICE TRADE DATE OR SOLD (S) PER SHARE ($) ------------ ---------------- -------------- 06/20/2006 4,000 (P) 19.74 06/21/2006 4,000 (P) 19.60 06/28/2006 2,600 (P) 19.49 07/24/2006 3,600 (P) 20.16 08/25/2006 13,100 (P) 18.33 08/29/2006 2,700 (S) 19.20 08/30/2006 5,500 (S) 19.22 Page 15 of 15 Page -----END PRIVACY-ENHANCED MESSAGE-----