-----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, CC844S2SMB5gq1aLIk5Uqvv/Oz+pT0kqyDrGHAGky/ddnoySg33ERr18BnBU7S7F CIxGWB/+gpowx35UaWFBjA== 0000891836-09-000256.txt : 20091210 0000891836-09-000256.hdr.sgml : 20091210 20091210171545 ACCESSION NUMBER: 0000891836-09-000256 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 GROUP MEMBERS: BILL AND SUSAN OBENDORF FOUNDATION GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: OBENDORF FAMILY PARTNERS GROUP MEMBERS: SAN FRANCISCO PARTNERS, L.P. GROUP MEMBERS: SF ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO ADVISORY CORP. GROUP MEMBERS: SPO ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO PARTNERS II, L.P. GROUP MEMBERS: WILLIAM AND SUSAN OBENDORF TRUST, DATED 10/19/98 GROUP MEMBERS: WILLIAM E. OBERNDORF GROUP MEMBERS: WILLIAM J. PATTERSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Voyager Learning CO CENTRAL INDEX KEY: 0000215219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 363580106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55543 FILM NUMBER: 091234439 BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75234-8923 BUSINESS PHONE: 214-932-9500 MAIL ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75234-8923 FORMER COMPANY: FORMER CONFORMED NAME: PROQUEST CO DATE OF NAME CHANGE: 20010703 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL CO/ DATE OF NAME CHANGE: 19980407 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL OPERATING CO DATE OF NAME CHANGE: 19960430 SC 13D/A 1 sc0110.htm AMENDMENT NO. 6 TO SCHEDULE 13D Amendment to Schedule 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 6)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Voyager Learning Company
(Name of Issuer)

Common Stock, $.001 par value
(Title of Class of Securities)

077852-10-1
(CUSIP Number)

SPO Partners & Co.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:

Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, CA 90067
(310) 712-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 8, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with resepct 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).


Page 2 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
SPO Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, SPO Advisory Partners, L.P.


Page 3 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
SPO Advisory Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  PN
 

(1)   Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2)   Power is exercised through its sole general partner, SPO Advisory Corp.


Page 4 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
San Francisco Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, SF Advisory Partners, L.P.


Page 5 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
SF Advisory Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  PN
 

(1)   Solely in its capacity as the sole general partner of San Francisco Partners, L.P.

(2)   Power is exercised through its sole general partner, SPO Advisory Corp.


Page 6 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
SPO Advisory Corp.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  CO
 

(1)   In its capacity as the sole general partner of SPO Advisory Partners, L.P.; and in its capacity as the sole general partner of SF Advisory Partners, L.P.

(2)   Power is exercised through its four controlling persons, John H. Scully, William E. Oberndorf, William J. Patterson and Edward H. McDermott.


Page 7 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
Bill and Susan Oberndorf Foundation
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  CO
 

(1)   Power is exercised through its two directors, William E. Oberndorf and Susan C. Oberndorf.


Page 8 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
William and Susan Oberndorf Trust, dated 10/19/98
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  OO
 

(1)   Power is exercised through its trustees, William E. Oberndorf and Susan C. Oberndorf.


Page 9 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
John H. Scully
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  IN
 

Page 10 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
William E. Oberndorf
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  IN
 

Page 11 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
William J. Patterson
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  IN
 

Page 12 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
Edward H. McDermott
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  IN
 



Page 13 of 17

CUSIP No. 077852-10-1
 
1 Name of Reporting Person:
Oberndorf Family Partners
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  -0-(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  -0-(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0%
 
14 Type of Reporting Person:  PN
 


(1)   Power is exercised through its sole general partner, William E. Oberndorf.


Page 14 of 17

             This Amendment No. 6 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on February 19, 2003, as amended February 20, 2003, March 3, 2003, March 10, 2003, August 7, 2003 and August 12, 2008. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13D, as amended.

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

                As described in Item 4 below the Reporting Persons ceased to beneficially own any Shares of the Issuer on December 8, 2009.

Item 4. Purpose of Transaction.

                Item 4 is hereby amended to add the following:

                On December 8, 2009, the Issuer was acquired by Cambium Learning Group, Inc., pursuant to an Agreement and Plan of Mergers, dated as of June 20, 2009, by and among Vowel Acquisition Corp., Issuer, Cambium Learning Group, Inc., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and Vowel Representative, LLC (as amended, the “Merger Agreement”). All Shares of the Issuer held by the Reporting Person at the time of the merger were exchanged for merger consideration pursuant to the Merger Agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (i) $6.50 in cash, without interest, or (ii) one (1) share of common stock of Cambium Learning Group, Inc., plus, regardless of the election made, additional consideration consisting of cash and a contingent value right, as described in the Merger Agreement. The amount of cash available to satisfy cash elections by the Issuer’s stockholders will be determined by a formula that is primarily dependent on the cash that was generated by the Issuer prior to the Effective Time (as defined in the Merger Agreement), and the amount of cash available for the cash elections is limited to a maximum of $67,500,000 in the aggregate (the “Cash Amount”). If the Cash Amount is insufficient to accommodate all of the cash elections made by the Issuer’s stockholders, then the stockholders electing to exchange the Issuer’s Shares for cash will be subject to a pro rata reduction in accordance with agreed procedures set forth in the Merger Agreement.

                The Reporting Persons have elected to receive cash consideration in the merger. As described above, the amount of cash and/or stock consideration the Reporting Persons will receive depends upon the elections made by the Issuer’s stockholders and the amount of cash available for distribution. As of this date, the exact amount of cash and/or stock consideration the Reporting Persons will receive is not yet known to the Reporting Persons.

                As of the closing of the merger, Mr. Oberndorf, a Reporting Person hereunder and the Chairman of the Board of Directors of the Issuer prior to the merger, is no longer a director of the surviving entity following the merger.

Page 15 of 17
Item 5. Interest in Securities of the Issuer.

                Item 5 is hereby amended and restated in its entirety as follows:

               (a)-(b)    Upon consummation of the merger on December 8, 2009, as described in Item 4 above, the Reporting Persons ceased to be beneficial owners of any Shares of the Issuer.

               (c)    Except as described in Item 4, to the best of the knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in Shares in the past 60 days.

               (d)    Not applicable.

               (e)    Upon consummation of the merger on December 8, 2009, as described in Item 4 above, the Reporting Persons ceased to be beneficial owners of any Shares of the Issuer.

Item 7. Material to be Filed as Exhibits.

                Item 7 is hereby amended and restated in its entirety as follows:

                Exhibit A - Agreement pursuant to Rule 13d-1(k)

Page 16 of 17

              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: December 10, 2009

   By: /s/ Kim M. Silva
     
      Kim M. Silva
   Attorney-in-Fact for:

SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
EDWARD H. MCDERMOTT (1)
OBERNDORF FAMILY PARTNERS (1)
BILL AND SUSAN OBERNDORF FOUNDATION (1)
WILLIAM AND SUSAN OBERNDORF
TRUST, DATED 10/19/98 (1)


   (1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has previously been filed with the Securities and Exchange Commission.
Page 17 of 17

EXHIBIT INDEX

Exhibit Document Description
 
A Agreement Pursuant to Rule 13d-1(k)
 
EX-99 2 ex_a.htm EXHIBIT A -- AGREEMENT EXHIBIT A

Exhibit A

             Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

DATED: December 10, 2009

   By: /s/ Kim M. Silva
     
      Kim M. Silva
   Attorney-in-Fact for:

SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
WILLIAM E. OBERNDORF (1)
WILLIAM J. PATTERSON (1)
EDWARD H. MCDERMOTT (1)
OBERNDORF FAMILY PARTNERS (1)
BILL AND SUSAN OBERNDORF FOUNDATION (1)
WILLIAM AND SUSAN OBERNDORF
TRUST, DATED 10/19/98 (1)


   (1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has previously been filed with the Securities and Exchange Commission.
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