sc13d

July 3, 2007

MORGAN STANLEY

/s/ Christopher L. O’Dell

Christopher L. O’Dell

Authorized Signatory

-----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, VGrhrw/qJMpU2CGBGReQ9nusoiVK2uyIkUGKR+AOhrUqZMdpAU44ikrxrI6CSgti 2vZKq6QgEgBRKIAvUjQnFw== 0000950134-07-014671.txt : 20070705 0000950134-07-014671.hdr.sgml : 20070704 20070703183613 ACCESSION NUMBER: 0000950134-07-014671 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES CO CENTRAL INDEX KEY: 0000918958 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521862813 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43465 FILM NUMBER: 07962775 BUSINESS ADDRESS: STREET 1: 777 MAIN ST STREET 2: STE 2100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173212100 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2100 CITY: FT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: CRESCENT REAL ESTATE EQUITIES INC DATE OF NAME CHANGE: 19940214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D 1 d48015bsc13d.htm SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

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

CRESCENT REAL ESTATE EQUITIES COMPANY

(Name of Issuer)

COMMON SHARES, $0.01 PAR VALUE

(Title and Class of Securities)

225756105

(CUSIP Number)

Morgan Stanley
1585 Broadway
New York, NY 10036
Attention: Barbara L. Burns
Tel: (212) 762-4744

Goodwin Procter LLP
53 State Street
Boston, MA 02109
Attention: John T. Haggerty
Tel: (617) 570-1000

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

May 22, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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

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

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


CUSIP No.		225756105		Page		2		of	6	Pages

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Morgan Stanley

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

16,902,180.9

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

--0--

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

--0--

WITH

SHARED DISPOSITIVE POWER:

--0--

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

16,902,180.9

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

16.36%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP NO. 225756105				Page 3 of 6 Pages

Item 1. Security and Issuer.

The securities to which this statement relates are common shares of beneficial interest, par value $0.01 per share, (the “Common Shares”) of Crescent Real Estate Equities Company, a Texas real estate investment trust (the “Company”). The principal executive offices of the Company are located at 777 Main Street, Suite 2100, Forth Worth, Texas 76102.

Item 2. Identity and Background.

(a) — (c) Morgan Stanley, a Delaware corporation (“Morgan Stanley” or the “Reporting Person”) is a leading global financial services firm providing a wide range of investment banking, securities, investment management, wealth management and credit services. Morgan Stanley’s subsidiaries include, Moon Acquisition Holdings LLC, a Delaware limited liability company (“Parent”), Moon Acquisition LLC, a Delaware limited liability company (“REIT Merger Sub”) and Moon Acquisition Partnership, a Delaware limited partnership (“Partnership Merger Sub”, and collectively with Parent and REIT Merger Sub, the “Purchaser Parties”). The principal executive offices of Morgan Stanley are located at 1585 Broadway, New York, NY 10036.

Attached hereto as Exhibit 99.1 is a list of the directors and executive officers of Morgan Stanley which contains the information required to be provided in this statement with respect to each such person and is specifically incorporated herein by reference.

(d) — (e) During the last five (5) years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed in Exhibit 99.1, has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to 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, other than, in the case of clause (2), as described in Exhibit 99.2 hereto.

(f) The citizenship of each of the persons listed in Exhibit 99.1 is provided therein.

Item 3. Source and Amount of Funds or Other Consideration.

On May 22, 2007, Parent, REIT Merger Sub and Richard E. Rainwater entered into a Voting Agreement (as thereafter amended, the “Rainwater Voting Agreement”) as an inducement for the Purchaser Parties to enter into the Merger Agreement discussed in Item 4 and in consideration thereof. On June 27, 2007, the parties to the Rainwater Voting Agreement and Darla D. Moore, the wife of Mr. Rainwater, entered into that certain First Amendment and Joinder of Voting Agreement in order to, among other matters, join Ms. Moore as a party to the Rainwater Voting Agreement. Morgan Stanley has not paid additional consideration to Mr. Rainwater, Ms. Moore, the Company or the General Partner in connection with the execution and delivery of the Voting Agreements.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

Item 4. Purpose of Transaction.

(a) — (b) On May 22, 2007, the Company, Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the Purchaser Parties entered into an


CUSIP NO. 225756105				Page 4 of 6 Pages

Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, the Company will merge with and into REIT Merger Sub, which will be the surviving entity (the “REIT Merger”), and Partnership Merger Sub will merge with and into the Operating Partnership, which will be the surviving entity (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”). Upon the effective time of the REIT Merger: (i) Common Shares issued and outstanding immediately prior to the effective time of the REIT Merger and not subject to dissenters’ rights (other than shares held by the Company or its subsidiaries or REIT Merger Sub, which will be automatically canceled and retired and cease to exist with no payment being made, and shares held by properly dissenting shareholders) will automatically be canceled and converted into the right to receive cash, without interest, equal to $22.80 per Common Share, reduced by the per share amount, if any, distributed to holders of Common Shares relating to distributions the Company made that are necessary for the Company either to maintain its status as a real estate investment trust or to avoid the imposition of corporate level tax or excise tax under the U.S. Internal Revenue Code of 1986, as amended, (the “Common Share Merger Consideration”) and (ii) each outstanding option to purchase Common Shares (an “Option”) will automatically be canceled and converted into the right to receive cash equal to the product of (A) the number of Common Shares issuable upon exercise of such option (assuming full vesting) and (B) the excess, if any, of the Common Share Merger Consideration over the exercise price per Common Share. The obligations of the parties to the Merger Agreement to effect the Mergers are subject to certain conditions, including the approval of the REIT Merger by the Company’s shareholders, and the receipt of applicable governmental approvals.

Parent and REIT Merger Sub entered into the Rainwater Voting Agreement in connection with the Merger Agreement. Pursuant to the Rainwater Voting Agreement, Mr. Rainwater and Ms. Moore agreed to vote, and have irrevocably appointed Morgan Stanley as his or her agent, attorney-in-fact and proxy to vote, his or her Common Shares beneficially owned as of May 22, 2007 or acquired thereafter: (i) in favor of the approval of the REIT Merger, presented for consideration to any persons; (ii) against any proposal or transaction which could prevent or delay the consummation of the REIT Merger; (iii) against any action which would frustrate the purposes, or prevent or delay the consummation, of the REIT Merger; (iv) in favor of the approval and adoption of the Merger Agreement; and (v) against any action which would frustrate the purposes, or prevent or delay the effectiveness of the Merger Agreement.

The Rainwater Voting Agreement also provides that, except under certain limited circumstances, Mr. Rainwater and Ms. Moore will not sell, assign, transfer or otherwise dispose of or encumber any of such Common Shares owned as of May 22, 2007 or acquired thereafter. The Rainwater Voting Agreement will terminate upon the earlier of the effective time of the Mergers or the termination of the Merger Agreement in accordance with its terms.

The purpose of the transactions contemplated by the Rainwater Voting Agreement is to support the consummation of the transactions contemplated under the Merger Agreement.

(d) Upon the consummation of the REIT Merger, Parent shall be the managing member of REIT Merger Sub, the surviving entity in the REIT Merger.

(e) Other than as a result of the Mergers described in Item 4(a) and (b) above, not applicable.

(f) Not applicable.


CUSIP NO. 225756105				Page 5 of 6 Pages

(g) At the effective time of the REIT Merger, the certificate of formation of REIT Merger Sub shall be the Certificate of Formation of the surviving entity in the REIT Merger, until thereafter amended as provided by law. At the effective time of the REIT Merger, the operating agreement of REIT Merger Sub shall be the operating agreement of the surviving entity until thereafter amended in accordance with the provisions thereof and as provided by applicable law.

(h) — (i) If the REIT Merger is consummated as planned, the Common Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(j) Other than as described above, Parent currently has no plans or proposals which relate to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

References to, and descriptions of, the Mergers, the Merger Agreement and the Rainwater Voting Agreement as set forth herein are qualified in their entirety by reference to the Merger Agreement, the Rainwater Voting Agreement and that certain First Amendment and Joinder of Voting Agreement included as Exhibits 99.3, 99.4, 99.5 and 99.6, respectively, to this statement, and such agreements are incorporated herein in their entirety where such references and descriptions appear.

Item 5. Interest in Securities of the Issuer.

(a) — (b) On May 22, 2007, Morgan Stanley was the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of 0.2073% of the total issued and outstanding Common Shares. Additionally, pursuant to the Rainwater Voting Agreement, Morgan Stanley may be deemed to have acquired sole voting power (for the purposes described in the Rainwater Voting Agreement) with respect to, and beneficial ownership of, the Common Shares beneficially owned by Mr. Rainwater and Ms. Moore. Based on representations made by Mr. Rainwater and Ms. Moore in the Rainwater Voting Agreement, Mr. Rainwater and Ms. Moore together beneficially own 16,621,283 Common Shares (including Common Shares that may be issued in exchange of partnership units of the Operating Partnership beneficially owned by Mr. Rainwater and Ms. Moore), constituting approximately 16.1539% of the total issued and outstanding Common Shares (based on the number of 102,893,011 outstanding as of May 18, 2007 as represented by the Company in the Merger Agreement).

(c) The trade dates, number of Common Shares purchased, or sold or otherwise acquired and the price per Common Share (including commissions) for all purchases, sales or acquisitions of the Common Shares by Morgan Stanley and its affiliates in the 60 days prior to May 22, 2007 are set forth on Exhibit 99.7 hereto and are incorporated herein by reference. All of the transactions set forth on Exhibit 99.7 were effected in the ordinary course of business by affiliates of Morgan Stanley that are not involved in the proposed transaction with the Company. The information set forth in Item 4 above is incorporated herein by reference.

(d) To Morgan Stanley’s knowledge, Mr. Rainwater and Ms. Moore have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares owned by Mr. Rainwater and Ms. Moore, respectively, and reported by this statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth under Items 3 and 4 above and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:


CUSIP NO. 225756105				Page 6 of 6 Pages


*99.1		Directors and Executive Officers of Morgan Stanley

*99.2		Schedule of Disclosure

99.3		Agreement and Plan of Merger, dated as of May 22, 2007, by and among Crescent Real Estate Equities Company, Crescent Real Estate Equities Limited Partnership, Moon Acquisition Holdings LLC, Moon Acquisition LLC, and Moon Acquisition Limited Partnership (incorporated by reference to Exhibit 2.01 of the Company’s Current Report on Form 8-K filed May 25, 2007 (File No. 1-13038 ))

99.4		Form of Voting Agreement, dated as of May 22, 2007, by and among Crescent Real Estate Equities Company, Crescent Real Estate Equities, Ltd., Moon Acquisition Holdings LLC, Moon Acquisition LLC, and Moon Acquisition Limited Partnership (incorporated by reference to Exhibit 99.4 of Morgan Stanley’s Statement of Beneficial Ownership on Form 13D filed June 1, 2007 (File No. 005-82911 ))

99.5		Form of Voting Agreement, dated as of May 22, 2007, by and among Richard E. Rainwater, Moon Acquisition Holdings LLC and Moon Acquisition LLC (incorporated by reference to Exhibit 99.5 of Morgan Stanley’s Statement of Beneficial Ownership on Form 13D filed June 1, 2007 (File No. 005-82911 ))

*99.6		First Amendment and Joinder of Voting Agreement, dated as of June 27, 2007, by and among Richard E. Rainwater, Darla D. Moore, Moon Acquisition Holdings LLC and Moon Acquisition LLC

*99.7		Schedule of Transactions

* Filed herewith

SIGNATURE

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.

EX-99.1 2 d48015bexv99w1.htm DIRECTORS AND EXECUTIVE OFFICERS OF MORGAN STANLEY exv99w1

Exhibit 99.1

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY

The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Morgan Stanley and each individual is a United States citizen.


Name		Title
*John J. Mack		Chairman of the Board and Chief Executive Officer

*Roy J. Bostock		Chairman of the Partnership for a Drug-Free America

*Erskine B. Bowles		President of the University of North Carolina

*Howard J. Davies¹		Director, The London School of Economics and Political Science

*C. Robert Kidder		Chairman and Chief Executive Officer, 3 Stone Advisors LLC

*Donald T. Nicolaisen		Director

*Charles H. Noski		Director

*Hutham S. Olayan		President, Chief Executive Officer and Director of Olayan America Corporation

*Charles E. Phillips, Jr.		President and Director of Oracle Corporation

*O. Griffith Sexton		Adjunct professor of finance at Columbia Business School

*Laura D’Andrea Tyson		Professor of Economics and Business at the Walter A. Haas School of Business at the University of California, Berkeley

*Klaus Zumwinkel²		Chairman of the Board of Management of Deutsche Post AG

Zoe Cruz		Co-President

Gary G. Lynch		Chief Legal Officer

Eileen K. Murray		Head of Global Operations and Technology


Name		Title
Thomas R. Nides		Executive Vice President and Chief Administrative Officer and Secretary

Robert W. Scully		Co-President

David H. Sidwell		Executive Vice President and Chief Financial Officer


1		Howard Davies is an English citizen

2		Klaus Zumwinkel is a German citizen

*		Director

EX-99.2 3 d48015bexv99w2.htm SCHEDULE OF DISCLOSURE exv99w2

Exhibit 99.2

SCHEDULE OF DISCLOSURE

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. On April 1, 2007, Morgan Stanley merged Morgan Stanley DW Inc. (“MSDWI”) into Morgan Stanley & Co. Incorporated (“MS&Co.”), and MS&Co., the surviving entity, became Morgan Stanley’s principal U.S. broker-dealer.

(a) In April 2003, MS&Co., along with nine other financial services firms operating in the U.S., reached a settlement with the Securities and Exchange Commission (“SEC”), the New York State Attorney General’s Office, the New York Stock Exchange (“NYSE”), the National Association of Securities Dealers, Inc. (“NASD”), and the North American Securities Administrators Association (on behalf of state securities regulators) to resolve their investigations relating to alleged research conflicts of interest. Without admitting or denying allegations with respect to violations of certain rules of the NYSE and NASD relating to investment research activities (there were no allegations of fraud or federal securities law violations made against MS&Co.), Morgan Stanley agreed, among other things, to (1) pay $25 million as a penalty, (2) pay $25 million as disgorgement of commissions and other monies, (3) provide $75 million over five years to make available independent third-party research to clients and (4) be permanently enjoined from violating certain rules of the NYSE and NASD relating to investment research activities.

(b) In November 2003, MSDWI consented, without admitting or denying the findings, to an entry of an order (the “Order”) that resolved the SEC’s and NASD’s investigations into certain practices relating to MSDWI’s offer and sale of certain mutual funds from January 1, 2000 to the date of the Order. Pursuant to the Order, MSDWI was ordered to (1) cease and desist from committing any violations and any future violations of Section 17(a)(2) of the Securities Act of 1933, as amended, and Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (2) distribute for the benefit of certain customers who purchased funds through MSDWI pursuant to marketing arrangements between MSDWI and certain mutual fund complexes the amount of $50 million and (3) make certain disclosures and take certain other actions with respect to proprietary mutual funds.

(c) In November 2004, Morgan Stanley reached a settlement with the SEC to resolve an informal accounting investigation by executing an offer of settlement and agreeing to entry of a cease-and desist order. The SEC found that Morgan Stanley valued certain impaired aircraft in its aircraft leasing business in late 2001, late 2002 and early 2003, and certain bonds in its high-yield bond portfolio in late 2000, in a manner that did not comply with generally accepted accounting principles, and thus violated financial reporting, recordkeeping and internal control provisions of the federal securities laws. The resolution did not involve any restatement of past financial statements, any monetary penalty or any allegation of fraud.

(d) In December 2004, MS&Co. and MSDWI reached a settlement with the NYSE under which Morgan Stanley executed two stipulations of facts and consent to penalty. The first stipulation was with respect to Morgan Stanley’s failure to comply with certain prospectus delivery requirements, operational deficiencies and other matters, and included a fine of $13

million. The second stipulation was with respect to employee defalcations, and included a fine of $6 million.

(e) In January 2005, the SEC announced a settlement with MS&Co. and Goldman Sachs & Co. resolving the SEC’s investigation relating to initial public offering (“IPO”) allocation practices. The SEC filed a settled civil injunction action in the United States District Court for the District of Columbia against MS&Co. relating to the allocation of stock to institutional customers in IPOs underwritten during 1999 and 2000. Under the terms of the settlement, Morgan Stanley agreed, without admitting or denying the allegations, to the entry of a judgment enjoining it from violating Rule 101 of Regulation M and the payment of a $40 million civil penalty. The court approved the settlement on February 4, 2005. The complaint alleges that MS&Co. violated Rule 101 of Regulation M by attempting to induce certain customers who received allocations of IPOs to place purchase orders for additional shares in the aftermarket.

(f) In May 2006, MS&Co. reached a settlement with the SEC, NYSE and NASD relating to its production of email in the research analyst and IPO investigations from December 2000 through at least July 2005. The complaint alleges that Morgan Stanley did not timely produce emails in response to requests in those matters because it did not diligently search for back-up tapes containing responsive emails until 2005, and because it over-wrote back-up tapes potentially containing responsive email until at least December 2002. Without admitting or denying the allegations of the complaint, Morgan Stanley consented to (1) a permanent injunction barring future violations of § 17(b) of the Exchange Act (which requires, among other things, that Morgan Stanley respond promptly to SEC subpoenas and requests) and the relevant regulations promulgated thereunder and (2) the payment of a $15 million civil penalty, $5 million of which will be paid to NASD and the NYSE.

(g) In May 2007, MS&Co. consented, without admitting or denying the findings, to a censure, the entry of an order (the “Order”) that resolved the SEC’s investigation into violations of MS&Co.’s duty to obtain the best price possible for certain retail orders for over-the-counter securities processed by Morgan Stanley’s computerized market-making system from October 24, 2001 through December 8, 2004. Pursuant to the Order, Morgan Stanley was ordered to (1) cease and desist from committing any violations and any future violations of Section 15(c)(1)(A) of the Exchange Act, which prohibits broker-dealers from using manipulative, deceptive or fraudulent devices or contrivances to effect securities transactions, (2) pay disgorgement of $5,949,222 and prejudgment interest thereon of $507,978 and (3) pay a civil money penalty of $1.5 million. Morgan Stanley also agreed to retain an independent distribution consultant to develop and implement a distribution plan for the disgorgement ordered, and to retain an independent compliance consultant to conduct a comprehensive review and provide a report on its automated retail order handling practices.

In addition, MS&Co. and MSDWI have been involved in a number of civil proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Each of these proceedings was settled by MS&Co. and MSDWI consenting to the entry of an order without admitting or denying the allegations in the complaint. All of such proceedings are

reported and summarized in the MS&Co. Form BD and the MSDWI Form BD filed with the SEC, which descriptions are hereby incorporated by reference.

EX-99.6 4 d48015bexv99w6.htm FIRST AMENDMENT AND JOINDER OF VOTING AGREEMENT exv99w6

Exhibit 99.6

FIRST AMENDMENT AND JOINDER
OF VOTING AGREEMENT

This First Amendment and Joinder of Voting Agreement (this “Agreement”) is entered into as of this 27^th day of June, 2007 by and among Richard E. Rainwater (“Mr. Rainwater”), Darla D. Moore (“Ms. Moore”), Moon Acquisition Holdings LLC, a Delaware limited liability company (“Parent”), and Moon Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“REIT Merger Sub” and, together with Parent, the “Purchaser Parties”).

WHEREAS, Mr. Rainwater and the Purchaser Parties entered into a Voting Agreement, dated as of May 22, 2007, pursuant to which Mr. Rainwater agreed to vote all of the Rainwater Shares which he is entitled to vote in his capacity as the beneficial holder of such Rainwater Shares, with respect to certain matters (the “Voting Agreement”); and

WHEREAS, the parties hereto now desire to amend the Voting Agreement in order to correct an error in the number of Rainwater Shares and to add Ms. Moore as a party thereunder.

NOW THEREFORE, in consideration of the foregoing premises, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The following new Section 1.1.2 shall be added to the Voting Agreement:

1.1.2 “Moore Shares” means all Company Common Shares directly, indirectly or beneficially owned, or controlled, by Ms. Moore on the date hereof or hereinafter acquired, including, without limitation, Company Common Shares acquired as a result of the conversion of Units to Company Common Shares on or after the date hereof in accordance with the terms of the Operating Partnership Agreement

2. Section 4.1 of the Voting Agreement shall be deleted in its entirety and replaced with the following:

4.1 Ownership. Mr. Rainwater directly, indirectly or beneficially owns or controls 4,429,245 Company Common Shares and 5,463,862 Units. Ms. Moore directly, indirectly or beneficially owns or controls 744,704 Company Common Shares and 259,805 Units.

3. Effective as of the date hereof, Ms. Moore shall become a party to the Voting Agreement, as amended, and, with respect to the Moore Shares, shall be entitled to the rights and benefits, and shall be bound by the restrictions and obligations, of the Voting Agreement, as amended, in the same capacity as Mr. Rainwater is with respect to the Rainwater Shares; provided, however, that notwithstanding anything to the contrary contained in the Voting

Agreement, as amended, (i) Ms. Moore shall be permitted to sell, assign or transfer any of the Moore Shares to Mr. Rainwater at any time, and (ii) Ms. Moore shall be permitted to transfer any of the Moore Shares to a charitable remainder unitrust at any time, provided that after any transfer pursuant to this clause (ii) Ms. Moore shall retain beneficial ownership of, and voting power related to, the Moore Shares that have been so transferred.

3. Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Voting Agreement.

4. Except as herein amended, the Voting Agreement is hereby ratified, confirmed, and reaffirmed for all purposes and in all respects.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.


		RICHARD E. RAINWATER

		By:		/s/ Richard E. Rainwater

				Richard E. Rainwater

		DARLA D. MOORE

		By:		/s/ Darla D. Moore

				Darla D. Moore

		MOON ACQUISITION HOLDINGS LLC,
		a Delaware limited liability company

		By:		/s/ Michael Quinn

				Name: Michael Quinn
				Title: Vice President

		MOON ACQUISITION LLC,
		a Delaware limited liability company

		By:		/s/ Michael Quinn

				Name: Michael Quinn
				Title: Vice President

First Amendment and Joinder of Voting Agreement

EX-99.7 5 d48015bexv99w7.htm SCHEDULE OF TRANSACTIONS exv99w7

Exhibit 99.7

SCHEDULE OF TRANSACTIONS


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
03/26/2007		P		19.91		1,800
03/26/2007		P		19.92		300
03/26/2007		P		19.93		4,300
03/26/2007		P		19.96		7,500
03/26/2007		P		19.97		100
03/26/2007		P		19.98		100
03/26/2007		P		20.00		200
03/26/2007		P		20.03		200
03/26/2007		P		20.05		100
03/26/2007		P		20.07		100
03/26/2007		P		20.09		400
03/26/2007		P		20.10		6,200
03/26/2007		P		20.11		100
03/26/2007		P		20.30		300
03/26/2007		P		20.32		200
03/26/2007		P		20.35		100
03/26/2007		P		20.36		2,000
03/26/2007		P		20.37		100
03/26/2007		P		20.42		100
03/26/2007		S		19.95		1,266
03/26/2007		S		19.96		100
03/26/2007		S		19.97		900
03/26/2007		S		19.99		100
03/26/2007		S		20.00		16
03/26/2007		S		20.03		100
03/26/2007		S		20.05		300
03/26/2007		S		20.06		100
03/26/2007		S		20.07		300
03/26/2007		S		20.08		9,700
03/26/2007		S		20.11		400
03/26/2007		S		20.13		200
03/26/2007		S		20.15		7,900
03/26/2007		S		20.16		200
03/26/2007		S		20.24		100
03/26/2007		S		20.25		100
03/26/2007		S		20.26		496
03/26/2007		S		20.31		200
03/26/2007		S		20.32		200
03/26/2007		S		20.36		1,300
03/26/2007		S		20.40		300
03/26/2007		S		20.44		200
03/27/2007		P		19.96		200


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
03/27/2007		P		19.97		200
03/27/2007		P		19.98		800
03/27/2007		P		20.03		6,300
03/27/2007		P		20.04		1,100
03/27/2007		P		20.08		500
03/27/2007		S		19.98		945
03/27/2007		S		19.99		3,300
03/27/2007		S		20.01		200
03/27/2007		S		20.03		1,900
03/27/2007		S		20.04		400
03/27/2007		S		20.05		4,892
03/27/2007		S		20.06		100
03/27/2007		S		20.08		100
03/27/2007		S		20.09		200
03/27/2007		S		20.11		208
03/27/2007		S		20.13		100
03/28/2007		P		19.79		1,000
03/28/2007		P		19.80		200
03/28/2007		P		19.84		200
03/28/2007		P		19.85		1,200
03/28/2007		P		19.86		100
03/28/2007		P		19.87		900
03/28/2007		P		19.89		400
03/28/2007		P		19.92		300
03/28/2007		P		19.93		100
03/28/2007		P		19.94		7,600
03/28/2007		P		19.95		100
03/28/2007		P		19.96		200
03/28/2007		S		19.84		100
03/28/2007		S		19.86		300
03/28/2007		S		19.88		100
03/28/2007		S		19.94		200
03/28/2007		S		19.96		1,700
03/28/2007		S		20.07		900
03/28/2007		S		20.15		100
03/28/2007		S		20.20		100
03/28/2007		S		20.23		100
03/29/2007		P		19.93		300
03/29/2007		S		19.93		1,300
03/29/2007		S		19.95		1,300
03/29/2007		S		19.96		11,100
03/29/2007		S		19.97		100
03/29/2007		S		19.98		3,400
03/30/2007		P		20.01		100
03/30/2007		P		20.02		100
03/30/2007		P		20.03		1,300


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
03/30/2007		P		20.04		900
03/30/2007		P		20.05		100
03/30/2007		P		20.06		18,624
03/30/2007		P		20.07		200
03/30/2007		S		20.04		100
03/30/2007		S		20.06		18,262
03/30/2007		S		20.08		300
04/02/2007		P		19.98		100
04/02/2007		P		19.99		300
04/02/2007		P		20.00		1,100
04/02/2007		P		20.06		712
04/02/2007		P		20.07		1,200
04/02/2007		P		20.15		100
04/02/2007		P		20.21		11
04/02/2007		P		20.23		100
04/02/2007		S		20.08		100
04/02/2007		S		20.18		100
04/02/2007		S		20.20		200
04/02/2007		S		20.21		300
04/02/2007		S		20.22		100
04/02/2007		S		20.23		1,300
04/02/2007		S		20.25		11,400
04/02/2007		S		20.27		30,520
04/02/2007		S		20.28		2,886
04/03/2007		P		20.43		100
04/03/2007		P		20.45		100
04/03/2007		P		20.46		100
04/03/2007		S		20.35		20
04/03/2007		S		20.37		600
04/03/2007		S		20.45		490
04/03/2007		S		20.46		10,668
04/03/2007		S		20.47		2,300
04/03/2007		S		20.48		100
04/03/2007		S		20.49		100
04/03/2007		S		20.50		200
04/04/2007		S		20.33		100
04/04/2007		S		20.37		300
04/04/2007		S		20.38		400
04/04/2007		S		20.39		13,042
04/04/2007		S		20.41		3,900
04/04/2007		S		20.42		200
04/04/2007		S		20.49		18,252
04/05/2007		P		20.39		200
04/05/2007		P		20.41		100
04/05/2007		P		20.42		800
04/05/2007		P		20.43		100


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/05/2007		S		20.40		1,031
04/05/2007		S		20.41		13,740
04/05/2007		S		20.46		1,200
04/05/2007		S		20.48		100
04/05/2007		S		20.56		100
04/09/2007		P		20.39		100
04/09/2007		P		20.42		300
04/09/2007		P		20.43		100
04/09/2007		P		20.44		200
04/09/2007		S		20.40		750
04/09/2007		S		20.41		947
04/10/2007		P		20.37		200
04/10/2007		P		20.40		1,600
04/10/2007		P		20.41		22,900
04/10/2007		P		20.43		400
04/10/2007		P		20.45		100
04/10/2007		P		20.46		100
04/10/2007		P		20.48		300
04/10/2007		P		20.49		200
04/10/2007		P		20.50		78
04/10/2007		P		20.54		100
04/10/2007		S		20.40		100
04/10/2007		S		20.48		300
04/10/2007		S		20.60		200
04/10/2007		S		20.61		500
04/10/2007		S		20.62		100
04/11/2007		P		20.02		200
04/11/2007		P		20.04		100
04/11/2007		P		20.06		200
04/11/2007		P		20.09		3,000
04/11/2007		P		20.11		600
04/11/2007		P		20.12		1,100
04/11/2007		P		20.18		1,900
04/11/2007		P		20.26		200
04/11/2007		P		20.27		500
04/11/2007		P		20.28		413
04/11/2007		P		20.40		300
04/11/2007		S		20.11		600
04/11/2007		S		20.13		100
04/11/2007		S		20.14		100
04/11/2007		S		20.15		300
04/11/2007		S		20.19		100
04/11/2007		S		20.20		100
04/11/2007		S		20.28		100
04/11/2007		S		20.29		100
04/11/2007		S		20.30		400


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/11/2007		S		20.31		100
04/11/2007		S		20.32		151
04/11/2007		S		20.33		100
04/11/2007		S		20.34		100
04/11/2007		S		20.36		300
04/12/2007		P		19.93		200
04/12/2007		P		19.94		200
04/12/2007		P		19.95		100
04/12/2007		P		20.04		300
04/12/2007		P		20.05		1,200
04/12/2007		P		20.07		1,300
04/12/2007		P		20.09		18,440
04/12/2007		P		20.10		900
04/12/2007		P		20.11		200
04/12/2007		P		20.13		400
04/12/2007		S		20.04		100
04/12/2007		S		20.05		100
04/12/2007		S		20.06		100
04/12/2007		S		20.08		100
04/12/2007		S		20.09		18,400
04/12/2007		S		20.12		200
04/12/2007		S		20.13		200
04/12/2007		S		20.16		10,300
04/12/2007		S		20.18		300
04/12/2007		S		20.19		100
04/12/2007		S		20.20		5,300
04/12/2007		S		20.21		200
04/12/2007		S		20.23		2,400
04/12/2007		S		20.28		878
04/13/2007		P		20.02		100
04/13/2007		P		20.03		100
04/13/2007		P		20.04		600
04/13/2007		P		20.05		3,700
04/13/2007		P		20.07		7,578
04/13/2007		P		20.08		8,900
04/13/2007		P		20.09		100
04/13/2007		P		20.11		600
04/13/2007		S		20.08		200
04/13/2007		S		20.09		100
04/13/2007		S		20.14		100
04/13/2007		S		20.15		100
04/13/2007		S		20.17		100
04/16/2007		P		20.16		100
04/16/2007		P		20.18		800
04/16/2007		P		20.19		500
04/16/2007		P		20.20		100


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/16/2007		P		20.21		700
04/16/2007		P		20.22		500
04/16/2007		P		20.23		100
04/16/2007		P		20.25		1,360
04/16/2007		P		20.26		600
04/16/2007		P		20.27		500
04/16/2007		P		20.28		272
04/16/2007		S		20.18		100
04/16/2007		S		20.19		100
04/16/2007		S		20.20		100
04/16/2007		S		20.22		300
04/16/2007		S		20.23		100
04/16/2007		S		20.25		100
04/16/2007		S		20.26		9,900
04/16/2007		S		20.27		500
04/16/2007		S		20.28		500
04/16/2007		S		20.29		500
04/16/2007		S		20.30		1,100
04/16/2007		S		20.31		2,500
04/16/2007		S		20.32		400
04/16/2007		S		20.36		100
04/17/2007		P		20.14		500
04/17/2007		P		20.16		352
04/17/2007		P		20.62		45,544
04/17/2007		S		20.12		1,000
04/17/2007		S		20.31		400
04/17/2007		S		20.36		200
04/17/2007		S		20.39		300
04/17/2007		S		20.43		100
04/17/2007		S		20.44		100
04/17/2007		S		20.46		100
04/17/2007		S		20.51		100
04/17/2007		S		20.52		200
04/17/2007		S		20.54		100
04/17/2007		S		20.56		11,100
04/17/2007		S		20.57		100
04/17/2007		S		20.58		1,800
04/17/2007		S		20.59		300
04/17/2007		S		20.61		6,600
04/17/2007		S		20.62		22,100
04/17/2007		S		20.63		100
04/17/2007		S		20.64		100
04/17/2007		S		20.65		100
04/17/2007		S		20.66		15,444
04/17/2007		S		20.67		11,500
04/17/2007		S		20.68		200


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/17/2007		S		20.69		65
04/17/2007		S		20.70		5,833
04/17/2007		S		20.71		100
04/17/2007		S		20.73		402
04/17/2007		S		20.74		23,600
04/17/2007		S		20.75		100
04/18/2007		P		20.51		200
04/18/2007		P		20.52		600
04/18/2007		P		20.54		100
04/18/2007		P		20.55		100
04/18/2007		P		20.56		200
04/18/2007		P		20.57		200
04/18/2007		P		20.58		100
04/18/2007		P		20.59		300
04/18/2007		P		20.61		34,200
04/18/2007		P		20.62		200
04/18/2007		P		20.64		200
04/18/2007		P		20.66		177
04/18/2007		P		20.67		123
04/18/2007		P		20.69		100
04/18/2007		S		20.57		10,500
04/18/2007		S		20.58		800
04/18/2007		S		20.61		600
04/18/2007		S		20.66		1,500
04/19/2007		P		20.35		100
04/19/2007		P		20.42		2,400
04/19/2007		S		20.40		1,276
04/19/2007		S		20.41		104
04/19/2007		S		20.43		690
04/19/2007		S		20.49		141,500
04/19/2007		S		20.51		200
04/19/2007		S		20.54		400
04/19/2007		S		20.56		200
04/19/2007		S		20.58		100
04/19/2007		S		20.59		100
04/19/2007		S		20.60		300
04/19/2007		S		20.61		700
04/19/2007		S		20.62		200
04/19/2007		S		20.64		1,100
04/19/2007		S		20.68		15,500
04/19/2007		S		20.71		100
04/19/2007		S		20.72		100
04/19/2007		S		20.73		100
04/19/2007		S		20.74		200
04/19/2007		S		20.75		9,500
04/20/2007		P		20.61		100


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/20/2007		P		20.62		700
04/20/2007		P		20.63		1,500
04/20/2007		P		20.65		30,400
04/20/2007		P		20.66		200
04/20/2007		P		20.67		6,200
04/20/2007		P		20.68		100
04/20/2007		P		20.70		100
04/20/2007		P		20.71		400
04/20/2007		P		20.73		300
04/20/2007		P		20.76		100
04/20/2007		P		20.78		100
04/20/2007		P		20.80		400
04/20/2007		S		20.65		34,419
04/20/2007		S		20.96		171
04/20/2007		S		20.97		600
04/20/2007		S		21.00		700
04/23/2007		P		20.66		200
04/23/2007		P		20.67		600
04/23/2007		P		20.68		700
04/23/2007		P		20.69		100
04/23/2007		P		20.70		200
04/23/2007		P		20.71		6,800
04/23/2007		P		20.72		500
04/23/2007		P		20.73		3,600
04/23/2007		S		20.65		100
04/23/2007		S		20.66		200
04/23/2007		S		20.67		400
04/23/2007		S		20.71		100
04/23/2007		S		20.73		100
04/23/2007		S		20.80		120
04/23/2007		S		20.85		200
04/24/2007		P		20.68		1,700
04/24/2007		S		20.61		1,856
04/24/2007		S		20.64		200
04/24/2007		S		20.66		3,600
04/24/2007		S		20.70		400
04/24/2007		S		20.72		9,280
04/24/2007		S		20.76		300
04/25/2007		P		20.56		400
04/25/2007		P		20.58		200
04/25/2007		P		20.59		100
04/25/2007		P		20.60		700
04/25/2007		P		20.61		100
04/25/2007		P		20.89		100
04/25/2007		S		20.61		100
04/25/2007		S		20.62		900


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/25/2007		S		20.68		100
04/25/2007		S		20.69		1,700
04/25/2007		S		20.73		23,200
04/25/2007		S		20.78		200
04/25/2007		S		20.80		500
04/25/2007		S		20.82		100
04/25/2007		S		20.84		600
04/25/2007		S		20.85		1,600
04/25/2007		S		20.86		700
04/26/2007		P		20.39		3,600
04/26/2007		P		20.50		200
04/26/2007		P		20.54		300
04/26/2007		P		20.56		100
04/26/2007		P		20.72		30,400
04/26/2007		S		20.39		100
04/26/2007		S		20.45		256
04/26/2007		S		20.46		300
04/26/2007		S		20.49		500
04/26/2007		S		20.50		300
04/26/2007		S		20.51		100
04/26/2007		S		20.53		500
04/26/2007		S		20.58		7,400
04/26/2007		S		20.60		400
04/26/2007		S		20.62		200
04/26/2007		S		20.64		500
04/26/2007		S		20.68		200
04/26/2007		S		20.69		400
04/26/2007		S		20.70		500
04/26/2007		S		20.71		1,000
04/26/2007		S		20.72		9,700
04/26/2007		S		20.73		200
04/26/2007		S		20.74		200
04/27/2007		P		20.58		100
04/27/2007		P		20.59		300
04/27/2007		P		20.62		200
04/27/2007		P		20.69		600
04/27/2007		S		20.59		100
04/27/2007		S		20.65		205
04/27/2007		S		20.66		1,300
04/27/2007		S		20.67		900
04/27/2007		S		20.68		200
04/27/2007		S		20.70		100
04/27/2007		S		20.74		100
04/27/2007		S		20.75		1,200
04/30/2007		P		20.62		45,545
04/30/2007		P		20.65		200


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
04/30/2007		P		20.66		300
04/30/2007		P		20.70		400
04/30/2007		S		20.51		1,345
04/30/2007		S		20.54		100
04/30/2007		S		20.63		6,400
04/30/2007		S		20.64		6,600
04/30/2007		S		20.65		37,138
04/30/2007		S		20.66		6,200
04/30/2007		S		20.70		362
04/30/2007		S		20.84		1,200
05/01/2007		P		20.43		1
05/01/2007		P		20.51		100
05/01/2007		S		20.36		2,300
05/01/2007		S		20.40		100
05/01/2007		S		20.41		17,800
05/01/2007		S		20.43		8,000
05/01/2007		S		20.44		58
05/01/2007		S		20.45		5,300
05/01/2007		S		20.46		642
05/01/2007		S		20.48		400
05/01/2007		S		20.49		11,500
05/01/2007		S		20.50		1,000
05/01/2007		S		20.51		979
05/01/2007		S		20.52		1,600
05/01/2007		S		20.53		600
05/01/2007		S		20.54		300
05/01/2007		S		20.55		663
05/01/2007		S		20.56		37
05/02/2007		P		20.37		200
05/02/2007		P		20.39		300
05/02/2007		P		20.41		218
05/02/2007		P		20.53		2,400
05/02/2007		P		20.54		200
05/02/2007		P		20.55		600
05/02/2007		P		20.56		400
05/02/2007		P		20.57		4,200
05/02/2007		P		20.59		200
05/02/2007		S		20.57		700
05/02/2007		S		20.59		4,900
05/02/2007		S		20.60		17,761
05/02/2007		S		20.62		200
05/03/2007		P		20.50		200
05/03/2007		P		20.53		300
05/03/2007		P		20.54		200
05/03/2007		P		20.55		1,800
05/03/2007		P		20.57		141,400


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
05/03/2007		S		20.55		2,000
05/03/2007		S		20.56		1,700
05/03/2007		S		20.57		7,700
05/03/2007		S		20.58		91,089
05/03/2007		S		20.61		15
05/03/2007		S		20.69		100
05/04/2007		P		20.40		100
05/04/2007		P		20.46		67,782
05/04/2007		P		20.48		1,300
05/04/2007		S		20.39		253
05/04/2007		S		20.40		100
05/04/2007		S		20.41		200
05/04/2007		S		20.44		5,800
05/04/2007		S		20.45		55,000
05/04/2007		S		20.46		67,782
05/04/2007		S		20.47		5,947
05/04/2007		S		20.55		782
05/04/2007		S		20.56		600
05/04/2007		S		20.62		28
05/07/2007		P		20.51		400
05/07/2007		P		20.54		400
05/07/2007		S		20.55		2,800
05/08/2007		P		20.41		100
05/08/2007		P		20.42		69,741
05/08/2007		P		20.43		5,600
05/08/2007		S		20.37		143
05/08/2007		S		20.39		550
05/08/2007		S		20.41		15,050
05/08/2007		S		20.42		121,641
05/08/2007		S		20.45		1,500
05/08/2007		S		20.47		741
05/08/2007		S		20.58		200
05/09/2007		P		20.45		410
05/09/2007		P		20.50		14,700
05/09/2007		P		20.59		700
05/09/2007		S		20.41		28
05/09/2007		S		20.53		100
05/09/2007		S		20.61		7,200
05/09/2007		S		20.63		1,300
05/09/2007		S		20.64		1,700
05/09/2007		S		20.66		700
05/09/2007		S		20.68		200
05/10/2007		P		20.33		12,796
05/10/2007		P		20.41		1,100
05/10/2007		P		20.42		1,900
05/10/2007		P		20.43		466


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
05/10/2007		P		20.45		1,200
05/10/2007		P		20.46		9,600
05/10/2007		P		20.47		3,600
05/10/2007		S		20.40		500
05/10/2007		S		20.41		400
05/10/2007		S		20.43		2,860
05/10/2007		S		20.46		4,000
05/10/2007		S		20.49		200
05/10/2007		S		20.52		100
05/10/2007		S		20.53		156
05/10/2007		S		20.55		300
05/10/2007		S		20.57		100
05/10/2007		S		20.58		380
05/11/2007		P		20.40		2,100
05/11/2007		P		20.41		700
05/11/2007		P		20.53		468
05/11/2007		S		20.37		1,000
05/11/2007		S		20.39		1,952
05/11/2007		S		20.40		700
05/11/2007		S		20.41		400
05/11/2007		S		20.42		3,091
05/11/2007		S		20.43		600
05/11/2007		S		20.44		200
05/14/2007		P		20.23		3,500
05/14/2007		P		20.25		603
05/14/2007		P		20.29		2,183
05/14/2007		P		20.32		1,900
05/14/2007		P		20.33		4,900
05/14/2007		P		20.34		13,100
05/14/2007		P		20.35		3,564
05/14/2007		S		20.36		600
05/15/2007		P		20.23		77,233
05/15/2007		P		20.30		200
05/15/2007		P		20.31		12,100
05/15/2007		P		20.32		1,000
05/15/2007		P		20.33		300
05/15/2007		P		20.35		100
05/15/2007		P		20.37		1,200
05/15/2007		P		20.39		80
05/15/2007		P		20.40		100
05/15/2007		S		20.16		47,876
05/15/2007		S		20.23		79,733
05/15/2007		S		20.26		15,319
05/15/2007		S		20.27		47,133
05/15/2007		S		20.29		4,400
05/15/2007		S		20.30		9,931


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
05/15/2007		S		20.32		1,700
05/15/2007		S		20.34		500
05/15/2007		S		20.36		569
05/15/2007		S		20.37		1,700
05/15/2007		S		20.40		500
05/16/2007		P		20.30		300
05/16/2007		P		20.32		300
05/16/2007		P		20.35		100
05/16/2007		P		20.36		300
05/16/2007		S		20.20		700
05/16/2007		S		20.21		200
05/16/2007		S		20.22		400
05/16/2007		S		20.25		300
05/16/2007		S		20.26		118
05/16/2007		S		20.27		2,000
05/16/2007		S		20.28		500
05/16/2007		S		20.30		1,700
05/16/2007		S		20.31		15,482
05/16/2007		S		20.32		22,900
05/16/2007		S		20.33		600
05/16/2007		S		20.34		500
05/16/2007		S		20.36		400
05/16/2007		S		20.37		46,800
05/17/2007		P		20.26		100
05/17/2007		P		20.27		1,200
05/17/2007		P		20.29		300
05/17/2007		P		20.30		1,000
05/17/2007		P		20.32		600
05/17/2007		P		20.33		1,700
05/17/2007		P		20.35		500
05/17/2007		S		20.27		500
05/17/2007		S		20.28		400
05/17/2007		S		20.29		900
05/17/2007		S		20.30		5,800
05/17/2007		S		20.31		36
05/17/2007		S		20.32		6,100
05/17/2007		S		20.33		13,464
05/17/2007		S		20.34		7,460
05/17/2007		S		20.35		8,800
05/17/2007		S		20.40		1,500
05/17/2007		S		20.41		666
05/17/2007		S		20.43		400
05/18/2007		P		20.30		300
05/18/2007		P		20.36		300
05/18/2007		P		20.75		100
05/18/2007		S		20.30		200


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
05/18/2007		S		20.31		200
05/18/2007		S		20.32		200
05/18/2007		S		20.33		300
05/18/2007		S		20.34		200
05/18/2007		S		20.35		2,940
05/18/2007		S		20.36		600
05/18/2007		S		20.37		800
05/18/2007		S		20.40		4,700
05/18/2007		S		20.44		5,600
05/18/2007		S		20.51		500
05/18/2007		S		20.52		60
05/18/2007		S		20.53		40
05/18/2007		S		20.56		22,800
05/18/2007		S		20.58		3,200
05/18/2007		S		20.75		46,600
05/21/2007		P		20.85		413
05/21/2007		P		21.03		1,100
05/21/2007		P		21.08		900
05/21/2007		P		21.09		11,500
05/21/2007		P		21.12		600
05/21/2007		S		20.72		100
05/21/2007		S		20.84		2,000
05/21/2007		S		20.93		2,275
05/21/2007		S		20.94		2,325
05/21/2007		S		20.95		30,400
05/21/2007		S		21.11		23,600
05/21/2007		S		21.18		100
05/22/2007		P		20.95		100
05/22/2007		P		20.96		1,500
05/22/2007		P		20.97		500
05/22/2007		P		21.00		125
05/22/2007		P		21.02		2,000
05/22/2007		P		21.03		500
05/22/2007		P		21.05		1,000
05/22/2007		P		21.06		500
05/22/2007		P		21.08		400
05/22/2007		P		21.10		1,500
05/22/2007		P		21.12		1,000
05/22/2007		P		21.13		2,300
05/22/2007		P		21.14		6,800
05/22/2007		P		21.15		500
05/22/2007		P		21.17		470
05/22/2007		P		21.19		200
05/22/2007		P		21.22		1,000
05/22/2007		P		21.23		2,000
05/22/2007		P		21.24		1,600


Trade Date	Purchases (P)/ Sales (S)		Price (2.d.p)		Quantity
05/22/2007		P		21.25		1,500
05/22/2007		P		21.29		100
05/22/2007		P		21.30		300
05/22/2007		P		21.33		800
05/22/2007		P		21.34		1,000
05/22/2007		P		21.35		1,000
05/22/2007		P		21.36		900
05/22/2007		P		21.40		1,000
05/22/2007		P		21.41		1,000
05/22/2007		P		21.42		2,900
05/22/2007		P		21.43		2,100
05/22/2007		P		21.44		4,400
05/22/2007		P		21.45		2,700
05/22/2007		P		21.46		3,500
05/22/2007		P		21.47		7,500
05/22/2007		P		21.48		2,000
05/22/2007		P		21.49		6,000
05/22/2007		P		21.50		8,000
05/22/2007		P		21.51		2,000
05/22/2007		P		21.52		4,500
05/22/2007		P		21.53		500
05/22/2007		P		21.54		1,400
05/22/2007		P		21.55		600
05/22/2007		P		21.58		1,000
05/22/2007		P		21.62		1,900
05/22/2007		P		21.63		1,038
05/22/2007		P		21.64		1,800
05/22/2007		P		21.68		1,000
05/22/2007		P		21.69		1,400
05/22/2007		P		21.70		4,300
05/22/2007		P		21.71		5,000
05/22/2007		P		21.72		1,362
05/22/2007		P		21.73		3,100
05/22/2007		P		21.74		5,000
05/22/2007		P		21.75		12,500
05/22/2007		P		21.76		200
05/22/2007		P		21.77		6,000
05/22/2007		P		21.79		1,000
05/22/2007		P		21.80		2,000
05/22/2007		P		21.81		2,000
05/22/2007		S		21.13		2,800
05/22/2007		S		21.33		3,400
05/22/2007		S		21.52		44,200
05/22/2007		S		21.53		1,500
05/22/2007		S		21.55		1,000
05/22/2007		S		21.59		3,400

Trade Date

Purchases (P)/ Sales (S)

Price (2.d.p)

Quantity

05/22/2007

21.62

30,400

05/22/2007

21.74

100

05/22/2007

21.79

100

-----END PRIVACY-ENHANCED MESSAGE-----