-----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, N0fdpVdBkcmd1M0CmobYpezpnjPxH+sKL39Qm5Azhx2pJqLpVY9xcF6Bm0y2sN6b g4klwnbM3bELcTWO2Xeq3g== 0000950123-05-008725.txt : 20050720 0000950123-05-008725.hdr.sgml : 20050720 20050720162220 ACCESSION NUMBER: 0000950123-05-008725 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133645590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45219 FILM NUMBER: 05964077 BUSINESS ADDRESS: STREET 1: 13450 STOWE DRIVE CITY: BURBANK STATE: CA ZIP: 92064 BUSINESS PHONE: 8585131801 MAIL ADDRESS: STREET 1: 13450 STOWE DRIVE CITY: BURBANK STATE: CA ZIP: 92064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SC 13D/A 1 y10985a5sc13dza.txt AMENDMENT #5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 5)(1) Aldila, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 014384200 - -------------------------------------------------------------------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 8 pages - ---------------- (1) 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 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. 014384200 13D/A PAGE 2 OF 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF-OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 469,583 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 243,156 WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 469,583 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 243,156 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 712,739 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN-IA-OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 AMENDMENT NO. 5 TO THE ORIGINAL REPORT ON SCHEDULE 13D INTRODUCTION This constitutes Amendment No. 5 (the "Amendment") to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III ("Mr. Miller"), dated September 14, 2001, as amended (the "Statement") relating to the Common Stock, par value $0.01 per share (the "Shares") of Aldila, Inc. (the "Company"). The Company has its principal executive offices at 13450 Stowe Drive, Poway, CA 92064. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Item 3 is hereby amended and restated in its entirety as follows: Mr. Miller is the advisor to Trust A-4 and Trust C (the "Trusts"). Trust A-4 was created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split into four separate trusts. The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the "Trust Agreement"). Mr. Miller was named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the Trustee named in the Trust Agreement. Such appointment became effective on April 22, 1990, the date of death of Lloyd I. Miller, the Grantor of the Trusts. All of the Shares purchased by Mr. Miller as advisor to the Trusts were purchased by funds generated and held by the Trusts. The purchase price for the Shares was $358,894.28 for the Shares in Trust A-4 and $911,869.76 for the Shares in Trust C. Mr. Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC (the "Operating Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general partner of (i) Milfam I L.P., a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam I L.P. (the "Partnership Agreement"), dated December 11, 1996, and (ii) Milfam II L.P. a Georgia limited partnership established, pursuant to the Partnership Agreement for Milfam II L.P. (the "Milfam II Partnership Agreement"), dated December 11, 1996. All of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam I L.P. were purchased with money contributed to Milfam I L.P. by its partners (as identified on the signature page of Exhibit 99.3, attached on the Statement), or money generated and held by Milfam I L.P. All of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money contributed to Milfam II L.P. by its partners (as identified on the signature page of Exhibit 99.4, attached on the Statement), or money generated and held by Milfam II L.P. The purchase price for the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam I L.P. was $136,500.00. The purchase price for the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II L.P. was $1,898,547.99. All of the Shares purchased by Mr. Miller on his own behalf, were purchased with personal funds generated and held by Mr. Miller. The purchase price for the Shares purchased by Mr. Miller, on his own behalf was $128,502.05. Mr. Miller is the trustee for certain generation skipping trusts (each a "GST") including Catherine Page 4 of 8 Miller GST, Kimberly Miller GST and Lloyd I. Miller GST (collectively, the "GST's"). All of the Shares Mr. Miller is deemed to beneficially own as the trustee for the GST's were purchased with money generated and held by the GST's. The purchase price for the Shares Mr. Miller is deemed to beneficially own as trustee of Catherine Miller GST was $23,404.50; the purchase price for the Shares Mr. Miller is deemed to beneficially own as trustee of Kimberly Miller GST was $15,379.00 and the purchase price for the Shares Mr. Miller is deemed to beneficially own as trustee of Lloyd I. Miller GST was $23,404.50. Mr. Miller is the custodian to certain accounts created pursuant to the Florida Uniform Gift to Minors Act ("UGMA") for Alexandra Miller ("Alexandra UGMA") and for Lloyd I. Miller IV ("Lloyd IV UGMA" and together with the Alexandra UGMA the "Miller UGMA's"). All of the Shares Mr. Miller is deemed to beneficially own in the Miller UGMA's were purchased with money held by the Miller UGMA's. The purchase price for the Shares which Mr. Miller is deemed to beneficially own as the custodian to the Alexandra UGMA was $10,580.00. The purchase price for the Shares which Mr. Miller is deemed to beneficially own as the custodian to the Lloyd IV UGMA was $21,401.00. Lloyd I. Miller LLC ("LLC") is a Limited Liability Company of which Mr. Miller has sole control. All of the Shares Mr. Miller is deemed to beneficially own in LLC were purchased with money which was generated and held by LLC. The purchase price for the Shares held by LLC was $12,998.50. Mr. Miller is the Grantor and Co-Trustee with Kimberly Miller of a Trust Agreement in favor of Alexandra Miller and Lloyd I. Miller, IV ("KSMTR"). As investment counsel, Mr. Miller may exercise sole rights to vote and dispose of Shares. The purchase price for the Shares held by KSMTR was $19,702.00. Mr. Miller shares investment and dispositive power over securities held by Marli Miller in the Marli Miller Custodian Managed Account established pursuant to a PNC Advisors Custody Agreement dated as of December 9, 2003 ("Marli Managed"). All of the Shares held by Marli Managed were obtained pursuant to a distribution received from a grantor retained annuity trust. Item 4. Purpose of the Transaction Item 4 is hereby amended and restated in its entirety as follows: Mr. Miller considers his beneficial ownership reported herein of the 712,739 shares as an investment in the ordinary course of business. The purpose of this Amendment is to report that on June 10, 2005, Mr. Miller entered into a 10b5-1 Stock Sales Plan (the "Sales Plan") with Collier Browne & Company. The Sales Plan is intended to comply with the safe harbor requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act"). Other than as set forth herein and being a board member of the Company and engaging in activities as a member of the board, Mr. Miller does not have any plans or proposals that relate to the matters described in Item 4 of Schedule 13D. The purpose of this Amendment is to also report that on July 13, 2005 a material change occurred to Mr. Miller's beneficial ownership percentage. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirety to read as follows: Page 5 of 8 (a) Mr. Miller may be deemed to beneficially own 712,739 Shares (13.7% of the outstanding Shares, based on (i) 5,195,385 Shares outstanding pursuant to the Company's Annual Report on Form 10-Q filed on May 13, 2005 , (ii) 3,335 Shares which Mr. Miller does not actually own, but has a right to purchase with respect to certain options Mr. Miller beneficially owns, and (iii) 8,772 Shares of restricted stock). As of the date hereof, 89,790 of such beneficially owned Shares are owned of record by Trust A-4; 119,904 of such beneficially owned Shares are owned of record by Trust C; 35,833 of such beneficially owned Shares are owned of record by Milfam I L.P.; 348,288 of such beneficially owned Shares are owned of record by Milfam II L.P.; 78,132 of such beneficially owned Shares are owned of record by Mr. Miller directly (includes 3,335 options); 1,066 of such beneficially owned Shares are owned of record by Alexandra UGMA; 1,166 of such beneficially owned Shares are owned of record by Catherine Miller GST; 1,166 of such beneficially owned Shares are owned of record by Kimberly Miller GST; 666 of such beneficially owned Shares are owned of record by LLC; 1,200 of such beneficially owned Shares are owned of record by Lloyd I. Miller GST; 1,066 of such beneficially owned Shares are owned of record by Lloyd IV UGMA; 1,000 of such beneficially owned Shares are owned of record by KSMTR; 1,000 of such beneficially owned Shares are owned of record by Kimberly S. Miller and 32,462 of such beneficially owned Shares are owned of record by Marli Miller Managed. (b) Mr. Miller may be deemed to have shared voting and dispositive power for all such shares held of record by Trust A-4, Trust C, Kimberly S. Miller, and Marli Miller Managed. Mr. Miller may be deemed to have sole voting power for all such shares held of record by Milfam I L.P., Milfam II L.P., Alexandra UGMA, Catherine Miller GST, Kimberly S. Miller GST, LLC, Lloyd I. Miller GST, Lloyd IV UGMA, KSMTR, and Mr. Miller directly. (c) The following table details the transactions effected by Miller during the past 60 days. All of these open market sales were effected pursuant to the Sales Plan referenced in Item 4 of this Schedule 13D.
TRUST A-4 Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected - ------------------- --------------------- --------------- ------------------------ July 6, 2005 10,046 22.0000 Open Market Sale July 7, 2005 5,106 22.0000 Open Market Sale July 8, 2005 3,196 22.2000 Open Market Sale July 11, 2005 32,404 22.3617 Open Market Sale July 12, 2005 800 22.6000 Open Market Sale July 13, 2005 17,690 22.7824 Open Market Sale July 14, 2005 6,930 22.9000 Open Market Sale
(d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. (e) Not Applicable. Page 6 of 8 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On June 10, 2005, Mr. Miller entered into a 10b5-1 Stock Sales Plan with Collier Browne & Company in accordance with Rule 10b5-1 of the Exchange Act. The Sales Plan is appended hereto as Exhibit 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 10b5-1 Stock Sales Plan, dated as of June 10, 2005, by and between Lloyd I. Miller, III and Collier Browne & Company. Page 7 of 8 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: July 20, 2005 By: /s/ Lloyd I. Miller, III -------------------------------- Lloyd I. Miller, III Page 8 of 8 EXHIBIT INDEX Exhibit No. Description 1 10b5-1 Stock Sales Plan, dated as of June 10, 2005, by and between Lloyd I. Miller, III and Collier Browne & Company. EX-99.1 2 y10985a5exv99w1.txt 10B5-1 STOCK SALES PLAN 10B5-1 STOCK SALES PLAN THIS 10b5-1 STOCK SALES PLAN, dated as of June 10, 2005 (this "Stock Sales Plan"), is entered into between Lloyd I. Miller, III ("Seller") and Collier Browne & Company ("Broker"). WHEREAS, Seller desires to establish this Stock Sales Plan to sell shares of common stock, par value $0.01 per share ("Stock"), of Aldila, Inc. ("Issuer") in accordance with the requirements of Rule 10b5-1 ("Rule 10b5-1") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to permit the orderly disposition of a portion of Seller's holdings of Stock, as further set forth herein. NOW, THEREFORE, Seller and Broker hereby agree as follows: 1. The Plan. Broker shall effect one or more sales (each, a "Sale") of shares of Stock (the "Shares") in the amounts set forth in the attached Annex A to this Stock Sales Plan and in accordance to the terms set forth therein. The Sales of Shares by the Broker shall be effected on behalf of Seller and other entities for which Seller has reporting obligations under Section 13 and Section 16 of the Exchange Act. Seller acknowledges and agrees that neither Seller nor any such entities shall have, nor shall attempt to exercise, any influence over how, when or whether to effect sales of Stock pursuant to this Stock Sales Plan. Proceeds from each sale of Stock effected under this Stock Sales Plan will be delivered to Seller's account as promptly as practicable. 2. Effectiveness. This Stock Sales Plan shall become effective as of June 14, 2005 and shall terminate on the earlier of (i) December 14, 2005; (ii) the date on which Broker is required to terminate sales under this Stock Sales Plan pursuant to paragraph 6 below; (iii) on the date which Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of Issuer as a result of which the Stock is to be exchanged or converted into shares of another company; (iv) the commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency; and (v) the death of Seller. The period during which this Stock Sales Plan is in effect is referred to herein as the "Plan Sales Period". 3. Representations, Warranties and Agreements. (a) Seller represents and warrants that Seller is not aware of material, nonpublic information with respect to Issuer or any securities of Issuer (including the Stock) and is entering into this Stock Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. (b) It is the intent of Seller and Broker that this Stock Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and this Stock Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). (c) Seller represents that the Shares are "restricted securities" and/or that Seller may be deemed an "affiliate" of Issuer as those terms are defined under Rule 144 ("Rule 144") of the Securities Act of 1933, as amended. Seller shall not take, and shall not cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the Sales not to comply with Rule 144. Seller has provided Broker with multiple executed Forms 144, which Broker will complete and file on behalf of Seller. Seller agrees to complete, execute and deliver to Broker additional Forms 144 for the sales to be effected under this Stock Sales Plan at such time and in such numbers as Broker shall request, and Broker agrees to file such Forms 144 on behalf of Seller as required by applicable law. Seller understands and agrees that Broker will make one Form 144 filing at the beginning of each three-month period commencing prior to the first Sale to be effected pursuant to this Plan. The Forms 144 filed after the date of this agreement shall specify that the Sales are being effected in accordance with a Stock Sales Plan intended to comply with Rule 10b5-1. Broker agrees to conduct all sales pursuant to this Stock Sales Plan in accordance with the manner of sale requirement of Rule 144 and in no event shall Broker effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming Broker's sales pursuant to this Stock Sales Plan are the only sales subject to that limitation. (d) Seller represents and warrants that Seller is currently permitted to sell Stock in accordance with Issuer's insider trading policies and has obtained the approval of Issuer to enter into this Stock Sales Plan and that, other than any Rule 144 requirements set forth herein, there are no contractual, regulatory or other restrictions applicable to the Sales contemplated under this Stock Sales Plan that would interfere with Broker's ability to execute Sales and effect delivery and settlement of such Sales on behalf of Seller, other than restrictions with respect to which Seller has obtained all required consents, approvals and waivers. Seller shall notify Broker promptly in the event that any of the above statements become inaccurate prior to the termination of this Stock Sales Plan. (e) Seller shall timely make all filings, if any, required under Sections 13 and 16 of the Exchange Act. Seller agrees that Seller shall at all times during the Plan Sales Period, in connection with the performance of this Stock Sales Plan, comply with all applicable laws, including, without limitation, 2 Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (f) Seller understands that Broker may not be able to effect a Sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance (a "Blackout"). Seller also understands that even in the absence of a Blackout, Broker may be unable to effect Sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a Sale set forth in Annex A ("Unfilled Sales"). If, consistent with ordinary principles of best execution or for any other reason, Broker cannot sell in full any Sale amount in accordance with the terms set forth on Annex A, other than pursuant to an Issuer Restriction (as defined below) then the amount of any such Unfilled Sales may be sold as soon as practicable on the immediately succeeding trading day and on each subsequent trading day as is necessary to sell such Unfilled Sales consistent with ordinary principles of best execution. Nevertheless, if any such shortfall exists after the close of trading on the last trading day of the Plan Sales Period, Broker's authority to sell such shares for the account of Seller under this Stock Sales Plan shall terminate. Broker agrees that if Issuer enters into a transaction that results, in Issuer's good faith determination, in the imposition of trading restrictions on Seller, such as a stock offering requiring an affiliate lock-up ("Issuer Restriction"), and if Issuer or Seller shall provide Broker at least one days' prior notice signed by Issuer or Seller and confirmed by telephone of such trading restrictions, then Broker will cease effecting Sales under this Stock Sales Plan until notified by Issuer and Seller that such restrictions have terminated. Broker shall resume effecting Sales in accordance with this Stock Sales Plan as soon as practicable after the cessation or termination of an Issuer Restriction. Any Unfilled Sales not sold in accordance with the second to last sentence of the immediately preceding paragraph, and any Sales that would have been executed in accordance with the terms of Annex A but are not executed due to the existence of an Issuer Restriction, shall be deemed to be cancelled and shall not be effected pursuant to this Stock Sales Plan. 4. Governing Law. This Stock Sales Plan shall be governed by and construed in accordance with the laws of the State of New York. 5. Amendment/Modification. This Stock Sales Plan may be modified or amended only by a writing signed by the Seller and Broker, provided that any such modification or amendment shall only be permitted at a time when Seller is otherwise permitted to effect sales under Issuer's trading policies and at a time 3 when Seller is not aware of material, nonpublic information concerning Issuer or its securities. 6. Termination. This Stock Sales Plan may be terminated by Seller at any time upon one day's prior notice to Broker, provided, however, that Seller shall not terminate this Stock Sales Plan except upon consultation with Seller's own legal advisors. 7. Notices. All notices to Broker under this Stock Sales Plan shall be given to Broker and Broker's clearing agent by phone, e-mail or first class mail (postage prepaid), courier or hand delivery as follows: Collier Browne & Company Attention: Thomas Browne 7355 Drake Rd. Cincinnati, Ohio 45243 Tel: (800) 486-3602 E-mail: tbrowne@fuse.net 8. Counterparts. This Stock Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. Severability. If any provision of this Stock Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Stock Sales Plan will continue and remain in full force and effect. [Signature page follows] 4 IN WITNESS WHEREOF, the undersigned have signed this Stock Sales Plan as of the date first written above. COLLIER BROWNE & COMPANY /s/ Lloyd I. Miller, III By: /s/ Thomas R. Browne - ------------------------ ------------------------------ Lloyd I. Miller, III Name: Thomas R. Browne Title: President SIGNATURE PAGE Annex A Stock Sales Plan Instructions SALE OF STOCK On or after June 14, 2005, sell 40,000 of Seller's Shares of Stock (the "Initial Sales") beneficially owned by Seller when the market price per Share meets or exceeds $22.00. Subsequent to the Initial Sales, sell 50,000 (the "Second Sales") of Seller's Shares of Stock beneficially owned by Seller when the market price per Share meets or exceeds $22.00 and is less than $23.00. Subsequent to the Second Sales, sell 60,000 (the "Third Sales") of Seller's Shares of Stock beneficially owned by Seller when the market price per Share meets or exceeds $23.00 and is less than $24.00. Subsequent to the Third Sales, sell the remaining amount of Shares of Stock which are allowed to be sold pursuant to the most recent Form 144 filed in connection with this Stock Sales Plan through Seller when the market price per Share meets or exceeds $24.00. Notes: (i) If an indicated date is not a trading day for whatever reason, then the date shall be deemed to be the next succeeding trading day. (ii) All Share and per Share amounts shall be appropriately adjusted to reflect stock splits or combinations should they occur. (iii) The Broker shall not make any Sales of Stock if such sale does not comply with the volume limitations set forth within Rule 144. A-1 -----END PRIVACY-ENHANCED MESSAGE-----