-----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, MQCfTA/bAVRA0TZ9g21hEiLwJcsx9ZyBbWa5+8zqPlEHEAZu/UiU5ESNEc23GH3P BcefY3UhKLxFSVb73upz8Q== 0001104659-07-011092.txt : 20070214 0001104659-07-011092.hdr.sgml : 20070214 20070214134631 ACCESSION NUMBER: 0001104659-07-011092 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: BRIAN KWAIT GROUP MEMBERS: DS COINVESTMENT I, LLC GROUP MEMBERS: DS COINVESTMENT II, LLC GROUP MEMBERS: EDWARD J. PUISIS GROUP MEMBERS: ERIC R. ZIMMERMAN GROUP MEMBERS: MUZZAFAR MIRZA GROUP MEMBERS: ODYSSEY CAPITAL PARTNERS, LLC GROUP MEMBERS: ODYSSEY COINVESTORS, LLC GROUP MEMBERS: ODYSSEY INVESTMENT PARTNERS, LLC GROUP MEMBERS: RAYMOND E. BARTHOLOMAE GROUP MEMBERS: STEPHEN BERGER GROUP MEMBERS: WILLIAM HOPKINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46337 FILM NUMBER: 07617708 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Odyssey Investment Partners Fund, LP CENTRAL INDEX KEY: 0001334273 IRS NUMBER: 133974176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 351-7900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 a07-3583_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

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

 

Dayton Superior Corporation

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

240028308

(CUSIP Number)

December 19, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Odyssey Investment Partners Fund, LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
7,795,794

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
6,739,464

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,795,794

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
41.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
DS Coinvestment I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
2,327,841

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,327,841

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,327,841

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
DS Coinvestment II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
9,233

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,233

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,233

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.05%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Odyssey Coinvestors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
44,148

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
44,148

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
44,148

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.24%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Odyssey Capital Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
10,132,868

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,076,538

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,132,868

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
53.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Odyssey Investment Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

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
10,132,868

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,076,538

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,132,868

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
53.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stephen Berger

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
10,177,015

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,120,685

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,177,015

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
54.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

8




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William Hopkins

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
10,177,015

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,120,685

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,177,015

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
54.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

9




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Brian Kwait

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
10,177,015

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,120,685

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,177,015

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
54.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

10




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Muzzafar Mirza

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
10,177,015

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
9,120,685

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,177,015

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
54.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Raymond E. Bartholomae

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
297,172

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
297,172

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.58%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

12




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Edward J. Puisis

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
256,173

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
256,173

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.36%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

13




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Eric R. Zimmerman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
502,985

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
502,985

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.68%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

14




 

Item 1.

 

(a)

Name of Issuer
Dayton Superior Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
7777 Washington Village Drive
Dayton, Ohio 45459

 

Item 2.

 

(a)

Name of Person Filing
Odyssey Investment Partners Fund, LP
DS Coinvestment I, LLC
DS Coinvestment II, LLC
Odyssey Coinvestors, LLC
Odyssey Capital Partners, LLC
Odyssey Investment Partners, LLC
Stephen Berger
William Hopkins
Brian Kwait
Muzzafar Mirza
Raymond E. Bartholomae
Edward J. Puisis
Eric R. Zimmerman

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Odyssey Investment Partners Fund, LP, DS Coinvestment I, LLC, DS Coinvestment II, LLC, Odyssey Coinvestors, LLC, Odyssey Capital Partners, LLC, Odyssey Investment Partners, LLC, Stephen Berger, William Hopkins, Brian Kwait and Muzzafar Mirza is:

c/o Odyssey Investment Partners Fund, LP
280 Park Avenue
New York, New York 10017

The address of the principal business office of Raymond Bartholomae, Edward Puisis and Eric Zimmerman is:

c/o Dayton Superior Corporation
7777 Washington Village Drive
Dayton, Ohio 45459

 

(c)

Citizenship
See Row 4 of each cover page.

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share.

 

(e)

CUSIP Number
240028308

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

15




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Odyssey Investment Partners Fund, LP is the record holder of 6,739,464 shares of the identified class of securities; DS Coinvestment I, LLC, is the record holder of 2,327,841 shares of the identified class of securities; DS Coinvestment II, LLC, is the record holder of 9,233 shares of the identified class of securities; and Odyssey Coinvestors, LLC, is the record holder of 44,148 shares of the identified class of securities. As the General Partner of Odyssey Investment Partners Fund, LP, Odyssey Capital Partners, LLC may be deemed to be the indirect beneficial owner of 9,076,538 (6,739,464 + 2,327,841 + 9,233) shares of the identified securities; and as the manager of Odyssey Investment Partners Fund, LP, Odyssey Investment Partners LLC may be deemed to be the indirect beneficial owner of 9,076,538 shares of the identified securities.

Each of Odyssey Investment Partners, LLC and Odyssey Capital Partners, LLC is managed by a four-person managing board.  All board action related to the voting or disposition of the identified securities requires approval of a majority of the applicable board.  The members of each managing board are Stephen Berger, William Hopkins, Brian Kwait and Muzzafar Mirza, each of whom in his capacity as a member of the managing boards of Odyssey Investment Partners, LLC and Odyssey Capital Partners, LLC may be deemed to share beneficial ownership of any securities beneficially owned by Odyssey Investment Partners, LLC or Odyssey Capital Partners, LLC, as applicable, although each disclaims any such beneficial ownership.

Odyssey Coinvestors, LLC is managed by a five-person managing board, and all board action related to the voting or disposition of the identified securities requires approval of a majority of its board.  The five members of the Odyssey Coinvestors, LLC managing board include the four members of the managing boards of each Odyssey Investment Partners, LLC and Odyssey Capital Partners, LLC listed above.  Each member of the managing board may be deemed to share beneficial ownership of any securities beneficially owned by Odyssey Coinvestors, LLC, although each disclaims any such beneficial ownership.

 

16




 

 

 

Raymond E. Bartholomae is the record holder of 297,172 shares of the identified class of securities; Edward J. Puisis is the record holder of 256,173 shares of the identified class of securities; and Eric R. Zimmerman is the record holder of 502,985 shares of the identified class of securities.  Messrs. Bartholomae, Puisis, and Zimmerman are each party to a voting agreement (as filed in connection with the Issuer’s initial public offering), whereby Messrs. Bartholomae, Puisis, and Zimmerman have agreed that Odyssey Investment Partners Fund, LP will be designated as attorney-in-fact to vote or act by written consent with respect to the shares owned by Messrs. Bartholomae, Puisis, and Zimmerman. Messrs. Bartholomae, Puisis, and Zimmerman disclaim any beneficial ownership as a result of the voting agreement.

 

(b)

Percent of class:   

See Row 11 of each cover page.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Row 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Row 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Row 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Row 8 of each cover page.

 

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 five percent of the class of securities, check the following   o.

 

 

 

 

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

 

See attached Exhibit 1 for the identity of each member of the group.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

17




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 as of February 14, 2007

 

By:

/s/ R. CHARLES CASSIDY III,

 

 

 

     ATTORNEY- IN-FACT FOR THE FOLLOWING

 

 

     ENTITIES:

 

 

 

 

 

 

 

 

ODYSSEY INVESTMENT PARTNERS FUND, LP

 

 

DS COINVESTMENT I, LLC

 

 

ODYSSEY COINVESTORS, LLC

 

 

DS COINVESTMENT II, LLC

 

 

ODYSSEY CAPITAL PARTNERS, LLC

 

 

ODYSSEY INVESTMENT PARTNERS, LLC,

 

 

STEPHEN BERGER

 

 

WILLIAM HOPKINS

 

 

BRIAN KWAIT

 

 

MUZZAFAR MIRZA

 

 

 

 

 

 

 

 

By:

   /s/ RAYMOND E. BARTHOLOMAE

 

 

 

 

Raymond E. Bartholomae

 

 

 

 

 

 

 

 

By:

   /s/ EDWARD J. PUISIS

 

 

 

 

Edward J. Puisis

 

 

 

 

 

 

 

 

By:

   /s/ ERIC R. ZIMMERMAN

 

 

 

 

Eric R. Zimmerman

 

18




EXHIBIT INDEX

Exhibit 1.    Identity of each member of the group as required by Item 8.

19



EX-1 2 a07-3583_2ex1.htm EX-1

Exhibit 1.        Identity of each member of the group as required by Item 8.

 

1. Odyssey Investment Partners Fund, LP- record holder of 6,739,464 shares

2. DS Coinvestment I, LLC- record holder of 2,327,841 shares

3. DS Coinvestment II, LLC- record holder of 9,233 shares

4. Odyssey Coinvestment II, LLC- is the record holder of 44,148 shares

5. Odyssey Capital Partners, LLC- general partner of Odyssey Investment Partners Fund, LP

6. Odyssey Investment Partners , LLC- manager of Odyssey Investment Partners Fund, LP

7. Stephen Berger- member of managing board of Odyssey Capital Partners, LLC and Odyssey Investment Partners, LLC

8. William Hopkins- member of managing board of Odyssey Capital Partners, LLC and Odyssey Investment Partners, LLC

9. Brian Kwait- member of managing board of Odyssey Capital Partners, LLC and Odyssey Investment Partners, LLC

10. Muzzafar Mirza- member of managing board of Odyssey Capital Partners, LLC and Odyssey Investment Partners, LLC

11. Raymond E. Bartholomae- Executive Vice President of Issuer and party to a voting agreement (as filed in connection with the Issuer’s initial public offering), whereby Messrs. Bartholomae, Puisis, and Zimmerman have agreed that Odyssey Investment Partners Fund, LP will be designated as attorney-in-fact to vote or act by written consent with respect to the shares owned by Messrs. Bartholomae, Puisis, and Zimmerman.

12. Edward J. Puisis- Executive Vice President and Chief Financial Officer of Issuer and party to a voting agreement (as filed in connection with the Issuer’s initial public offering), whereby Messrs. Bartholomae, Puisis, and Zimmerman have agreed that Odyssey Investment Partners Fund, LP will be designated as attorney-in-fact to vote or act by written consent with respect to the shares owned by Messrs. Bartholomae, Puisis, and Zimmerman.

13. Eric R. Zimmerman- President, Chief Executive Officer and Director of Issuer and party to a voting agreement (as filed in connection with the Issuer’s initial public offering), whereby Messrs. Bartholomae, Puisis, and Zimmerman have agreed that Odyssey Investment Partners Fund, LP will be designated as attorney-in-fact to vote or act by written consent with respect to the shares owned by Messrs. Bartholomae, Puisis, and Zimmerman.



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