0000921530-05-000221.txt : 20120618 0000921530-05-000221.hdr.sgml : 20120618 20050317111048 ACCESSION NUMBER: 0000921530-05-000221 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: SANDLER ASSOCIATES GROUP MEMBERS: SANDLER ASSOCIATES II, LP GROUP MEMBERS: SANDLER CAPITAL MANAAGEMENT GROUP MEMBERS: SANDLER OFFSHORE FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTR GAMING GROUP INC CENTRAL INDEX KEY: 0000834162 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 841103135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50735 FILM NUMBER: 05687797 BUSINESS ADDRESS: STREET 1: ROUTE 2 STREET 2: PO BOX 356 CITY: CHESTER STATE: WV ZIP: 26034 BUSINESS PHONE: 3043875712 MAIL ADDRESS: STREET 1: ROUTE 2 STREET 2: P O BOX 356 CITY: CHESTER STATE: WV ZIP: 26034 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS ENTERTAINMENT INC DATE OF NAME CHANGE: 19931117 FORMER COMPANY: FORMER CONFORMED NAME: EXCALIBUR HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXCALIBUR SECURITY SERVICES INC DATE OF NAME CHANGE: 19920202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D 1 mtr_13d-030905.txt MARCH 9, 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) ----------------------- MTR GAMING GROUP, INC. (Name of Issuer) COMMON STOCK, $.00001 PAR VALUE (Title of Class of Securities) 553769100 (CUSIP Number) Stacey Seewald Sandler Capital Management 711 Fifth Avenue, 15th Floor New York, NY 10022 (212) 754-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- March 9, 2005 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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 Rule 13d-1(a) 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). ================================================================================ 553769100 Page 2 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 822,100 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 822,100 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 822,100 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.88% 14 TYPE OF REPORTING PERSON PN 553769100 Page 3 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Associates II, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 41,500 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 41,500 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,500 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.15% 14 TYPE OF REPORTING PERSON PN 553769100 Page 4 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Offshore Fund, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 552,500 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 522,500 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,500 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.93% 14 TYPE OF REPORTING PERSON CO 553769100 Page 5 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 1,530,000 shares PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,530,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,530,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.35% 14 TYPE OF REPORTING PERSON IN 553769100 Page 6 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 666,400 shares PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 666,400 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 666,400 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.33% 14 TYPE OF REPORTING PERSON PN Page 7 of 18 Pages Item 1. Security and Issuer. The class of equity securities to which this Schedule 13D (this "Statement") relates is the common stock, par value $.00001 per share (the "Common Stock"), of MTR Gaming Group, Inc. (the "Issuer"). The name and address of the principal executive offices of the Issuer are MTR Gaming Group, Inc., State Route 2 South, P.O. Box 358, Chester, West Virginia 26034. Item 2. Identity and Background. This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, by each of the following persons (sometimes referred to herein collectively as "Reporting Persons"): (i) Sandler Associates, a New York limited partnership ("SA"), by virtue of its beneficial ownership of 822,100 shares of the Common Stock covered by this Statement; (ii) Sandler Associates II, LP, a New York limited partnership ("SA II"), by virtue of its beneficial ownership of 41,500 shares of the Common Stock covered by this Statement; (iii) Sandler Offshore Fund, Inc., a company formed under the laws of the British Virgin Islands ("SOF"), by virtue of its beneficial ownership of 552,500 shares of the Common Stock covered by this Statement; (iv) Andrew Sandler, a U.S. citizen, by virtue of his being the portfolio manager of SA, SA II, SOF and various managed accounts, as a result of which he may be deemed to have beneficial ownership of 1,530,000 shares of Common Stock covered by this Statement; and (v) Sandler Capital Management, a registered investment advisor and a New York general partnership ("SCM"), by virtue of its being the investment adviser to SOF and various managed accounts, as a result of which it may be deemed to have beneficial ownership of 666,400 shares of Common Stock covered by this Statement. Each Reporting Person is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. The address of the principal office of each Reporting Person is 711 Fifth Avenue, 15th Floor, New York, NY 10022. There are seven general partners of SCM (the "SCM General Partners"). The SCM General Partners are MJDM Corp., ALCR Corp., ARH Corp., TERPSI Corp., SERF Corp., SAM SCM Corp., and DRP SCM Corp., each of which has a business address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. Each SCM General Partner (other than ARH Corp. and ALCR Corp.) is a New York corporation. ARH Corp. and ALCR Corp. are Delaware corporations. The attached Schedule A sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. There are eight general partners of each of SA and SA II (the "SA and SA II General Partners"). The SA and SA II General Partners are Michael Marocco, Andrew Sandler, Douglas Schimmel, Hannah Craven, Harvey Sandler, SAM SA LLC, DRP SA LLC, and The Harvey Sandler Revocable Trust, each of which (other than The Harvey Sandler Revocable Trust) has a 553769100 Page 8 of 18 Pages business address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the business of acquiring, holding and disposing of interests in various companies for investment purposes. The Harvey Sandler Revocable Trust has an address of 17591 Lake Estate Drive, Boca Raton, FL 33496. Each of Michael Marocco, Andrew Sandler, Douglas Schimmel, Hannah Craven and Harvey Sandler is a U.S. citizen. Each of SAM SA LLC and DRP SA LLC are New York limited liability companies. The attached Schedule B sets forth the controlling persons, the executive officers and the directors of each of The Harvey Sandler Revocable Trust, SAM SA LLC and DRP SA LLC, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. None of the Reporting Persons and to the best of each of the Reporting Person's knowledge none of the persons named in Schedule A or Schedule B hereto, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. Item 3. Source and Amount of Funds or Other Consideration. The source of funds for the acquisition of the Common Stock was the general working capital of SA, SA II, SOF, and the various managed accounts to which SCM serves as investment adviser. Item 4. Purpose of Transaction. Reporting Persons hold the Common Stock for investment, in the ordinary course of their businesses. In addition, in the future, the Reporting Persons may formulate other purposes, plans or proposals regarding the Issuer for any of its securities, including communicating with management of the Issuer regarding the implementation of strategies that the Reporting Persons believe will enhance shareholder value. In addition, in the future, Reporting Persons may communicate with management of the Issuer regarding the implementation of strategies that the Reporting Persons believe will enhance shareholder value. Except as set forth above, Reporting Persons have no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, each of SA, SA II, and SOF each own of record 731,400 shares of Common Stock, 37,100 shares of Common Stock, and 509,500 shares of Common Stock, respectively, or 2.88% , 0.15%, and 1.93%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that SCM is the investment adviser to and is authorized and empowered to vote and dispose of the securities held by SOF and various managed accounts, SCM may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, SCM may be deemed to own beneficially an aggregate of 666,400 shares of Common Stock or 2.33% of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that Andrew Sandler is the portfolio manager of SA, SA II, SOF and various managed accounts and is authorized and empowered to vote and dispose of the securities held by SA, SA II, SOF and various managed accounts, Andrew Sandler may be deemed to share 553769100 Page 9 of 18 Pages voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 1,530,000 shares of Common Stock or 5.35% of the Company's issued and outstanding shares of Common Stock. (b) SA has the sole power to direct the vote and the sole power to direct the disposition of the 822,100 shares of Common Stock that may be deemed to be owned beneficially by it. SA II has the sole power to direct the vote and the sole power to direct the disposition of the 41,500 shares of Common Stock that may be deemed to be owned beneficially by it. SOF has the sole power to direct the vote and the sole power to direct the disposition of the 552,500 shares of Common Stock that may be deemed to be owned beneficially by it. SCM has the shared power to direct the vote and the shared power to direct the disposition of the 666,400 shares of Common Stock that may be deemed to be owned beneficially by it. Andrew Sandler has the shared power to direct the vote and the shared power to direct the disposition of the 1,530,000 shares of Common Stock that may be deemed to be owned beneficially by him. (c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. Not applicable. Page 553769100 Page 10 of 18 Pages Item 7. Materials to be Filed as Exhibits. Exhibit 7.01: Joint Filing Agreement 553769100 Page 11 of 18 Pages 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 as of March 17, 2005. SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell ------------------------------ Name: Moira Mitchell Title: President SANDLER ASSOCIATES By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler Title: General Partner SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler Title: General Partner SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky ------------------------------ Name: Steven Warshavsky Title: Director By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler 553769100 Page 12 of 18 Pages EXHIBIT 7.01 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Blackboard Inc. and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of March 17, 2005. SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell ------------------------------ Name: Moira Mitchell Title: President SANDLER ASSOCIATES By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler Title: General Partner SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler Title: General Partner SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky ------------------------------ Name: Steven Warshavsky Title: Director By: /s/ Andrew Sandler ------------------------------ Name: Andrew Sandler 553769100 Page 13 of 18 Pages SCHEDULE A The following Schedule sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. MJDM CORP. Michael Marocco, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 553769100 Page 14 of 18 Pages ALCR CORP. Andrew Sandler, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ellen O'Keefe, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ricky Sandler, Director United States Investments Eminence Partners LLC, Investment Management 20 Park Avenue Suite 3300 New York, New York 10166 ARH CORP. Harvey Sandler, Majority Shareholder and Controlling Person United States Founder Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Jeffrey M. Levine, President United States Chief Financial Officer Sandler Enterprises, Investment Services 1555 North Park Drive Suite 101 Weston, Florida 33329 553769100 Page 15 of 18 Pages Moira Mitchell, Treasurer and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Ricky Sandler, Director United States Investments Eminence Partners LLC, Investment Management 20 Park Avenue Suite 3300 New York, New York 10166 SERF CORP. Douglas Schimmel, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 553769100 Page 16 of 18 Pages TERPSI CORP. Hannah Craven, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 DRP SCM CORP. David Powers, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 553769100 Page 17 of 18 Pages SAM SCM CORP. Samantha McCuen, Sole Shareholder and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Moira Mitchell, President United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Kathy Rose, Vice President and Secretary United States Administrative Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 Michael Todres, Director United States Accountant Todres and Rubin LLP, Accounting 400 Post Avenue Suite 205 Westbury, New York 11590 553769100 Page 18 of 18 Pages SCHEDULE A The following Schedule sets forth the controlling persons, the executive officers and the directors of each of the SA and SA II General Partners which are not individuals, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. THE HARVEY SANDLER REVOCABLE TRUST Harvey Sandler, Sole Trustee and Controlling Person United States Founder Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 DRP SA LLC David Powers, Sole Member and Manager and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022 SAM SA LLC Samantha McCuen, Sole Member and Manager and Controlling Person United States Managing Director Sandler Capital Management, Investment Advisor 711 Fifth Avenue New York, New York 10022