sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. )1
Gadzooks, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
362553 10 9
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(CUSIP Number)
ADAM W. FINERMAN, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 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 15 Pages)
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1 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 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).
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CUSIP No. 362553 10 9 13D Page 2 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS(ENTITIES ONLY)
COUCHMAN PARTNERS, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 900,000
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
900,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
900,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 362553 10 9 13D Page 3 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COUCHMAN CAPITAL LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 900,000
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
900,000
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
900,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 362553 10 9 13D Page 4 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JONATHAN COUCHMAN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 900,000
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
900,000
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
900,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 362553 10 9 13D Page 5 of 15 Pages
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EXPLANATORY NOTE
On October 14, 2004, the Issuer entered into an Investment Agreement
with Couchman Partners, L.P. ("CP"), Gryphon Master Fund, L.P., GSSF Master
Fund, LP, Litespeed Master Fund, Ltd. (collectively, the "Filing Persons"), and
other entities to backstop a rights offering to provide the funding of the
Issuer's Chapter 11 reorganization plan and its exit from bankruptcy. As a
result of the relationship among the Filing Persons with respect to the Issuer
created by the Investment Agreement, the Filing Persons and certain of their
affiliates jointly filed a Schedule 13D with the Securities and Exchange
Commission on October 25, 2004 reporting their collective holdings of the
Issuer's securities. On January 11, 2005, the Investment Agreement was
terminated pursuant to a Letter Agreement, a copy of which is attached hereto
and incorporated herein by reference, effectively ending the relationship among
the Filing Persons with respect to the Issuer. Accordingly, the Filing Persons
are no longer deemed a group for purposes of Section 13(d)(3) and Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended. As the
beneficial holders of more than 5% of the Common Stock of the Issuer, CP and its
affiliates will continue to file their own reports on Schedule 13D with respect
to the Issuer. This statement constitutes CP's and its affiliates' initial
filing on Schedule 13D with respect to the Issuer since the disbandment of the
group.
Item 1. Security and Issuer.
-------------------
This statement relates to shares of the Common Stock, $0.01 par
value (the "Shares"), of Gadzooks, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 4121 International Parkway, Carrollton,
Texas 75007.
Item 2. Identity and Background.
-----------------------
(a) This statement is jointly filed by Couchman Partners, L.P.
("CP"), Couchman Capital LLC ("CC"), and Jonathan Couchman (together with CP and
CC, the "Reporting Persons"). Because Jonathan Couchman is the sole member of
the Management Board of CC, which in turn is the general partner of CP, the
Reporting Persons may be deemed, pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "Act"), to be the beneficial owners of all
Shares of the Issuer held by CP. The Reporting Persons are filing this joint
statement, as they may be considered a "group" under Section 13(d)(3) of the
Act. However, neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that such a group
exists.
(b) The principal business address of CP is c/o Hedge Fund Services
(BVI) Limited, James Frett Building, PO Box 761, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands. The principal business address of CC and Mr.
Couchman is 800 Third Avenue, 31st Floor, New York, New York 10022.
(c) The principal business of CP is investing in securities. The
principal business of CC is acting as the general partner of CP. The principal
occupation of Mr. Couchman is investing in securities.
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CUSIP No. 362553 10 9 13D Page 6 of 15 Pages
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(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
(f) CP is a British Virgin Islands limited partnership. CC is a
Delaware limited liability company. Jonathan Couchman is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price of the 900,000 Shares owned by CP is
$1,079,839.51 including brokerage commissions. The Shares owned by CP were
acquired with the working capital of CP.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares at current market prices are undervalued and
represent an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. CP intends to review its
investment in the Issuer on a continuing basis and may engage in discussions
with the Issuer's official committee of unsecured creditors and the Issuer's
secured creditors concerning the Issuer's bankruptcy and its future plans
including the recently announced auction process. Depending on various factors
including, without limitation, the results of the auction process, the price
levels of the Shares, conditions in the securities markets and general economic
and industry conditions, CP may in the future take such actions with respect to
its investment in the Issuer as it deems appropriate including, without
limitation, purchasing additional Shares, selling some or all of its Shares,
engaging in short selling of or any hedging or similar transaction with respect
to the Shares or changing its intention with respect to any and all matters
referred to in Item 4. The Reporting Persons may also consider alternative
investments or transactions in or with the Issuer or with holders of securities
of the Issuer, including without limitation, the acquisition of the Issuer.
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CUSIP No. 362553 10 9 13D Page 7 of 15 Pages
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 9,147,024 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Annual Report on Form
10-K filed with the Securities and Exchange Commission on May 17, 2004.
As of the close of business on January 28, 2005, CP beneficially
owned 900,000 Shares, constituting approximately 9.8% of the Shares outstanding.
As the general partner of CP, CC may be deemed to beneficially own the 900,000
Shares owned by CP, constituting approximately 9.8% of the Shares outstanding.
As the sole member of the Management Board of CC, which in turn is the general
partner of CP, Mr. Couchman may be deemed to beneficially own the 900,000 Shares
owned by CP, constituting approximately 9.8% of the Shares outstanding. Mr.
Couchman has sole voting and dispositive power with respect to the 900,000
Shares owned by CP by virtue of his authority to vote and dispose of such
Shares.
(b) By virtue of his positions with CP and CC, Mr. Couchman has the
sole power to vote and dispose of the Shares reported in this Schedule 13D.
(c) There were no transactions by the Reporting Persons in the
Shares during the past 60 days.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
--------------------------------------------------------
CP is a participant in the loan made to the Issuer pursuant to that
certain Debtor-in-Possession Loan and Security Agreement, dated as of October
29, 2004, between Gryphon Master Fund, L.P. and the Issuer. Other than as
described herein, there are no contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Joint Filing Agreement by and among Couchman Partners, L.P.,
Couchman Capital LLC and Jonathan Couchman, dated January 28,
2005.
2. Letter Agreement dated January 11, 2005 terminating Investment
Agreement dated October 14, 2004.
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CUSIP No. 362553 10 9 13D Page 8 of 15 Pages
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SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 28, 2005 COUCHMAN PARTNERS, L.P.
By: Couchman Capital LLC
General Partner
By: /s/ Jonathan Couchman
-------------------------
Jonathan Couchman
Member of Management Board
COUCHMAN CAPITAL LLC
By: /s/ Jonathan Couchman
-------------------------
Jonathan Couchman
Member of Management Board
/s/ Jonathan Couchman
------------------------------
JONATHAN COUCHMAN
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CUSIP No. 362553 10 9 13D Page 9 of 15 Pages
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EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Couchman Partners, 10
L.P., Couchman Capital LLC and Jonathan Couchman, dated
January 28, 2005.
2. Letter Agreement dated January 11, 2005 terminating 11 to 15
Investment Agreement dated October 14, 2004.
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CUSIP No. 362553 10 9 13D Page 10 of 15 Pages
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JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated January
28, 2005 (including amendments thereto) with respect to the Common Stock of
Gadzooks, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: January 28, 2005 COUCHMAN PARTNERS, L.P.
By: Couchman Capital LLC
General Partner
By: /s/ Jonathan Couchman
-------------------------
Jonathan Couchman
Member of Management Board
COUCHMAN CAPITAL LLC
By: /s/ Jonathan Couchman
-------------------------
Jonathan Couchman
Member of Management Board
/s/ Jonathan Couchman
------------------------------
JONATHAN COUCHMAN
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CUSIP No. 362553 10 9 13D Page 11 of 15 Pages
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[GADZOOKS LETTERHEAD]
January 11, 2005
VIA FACSIMILE AND EMAIL
To the Purchasers on the Attached Distribution List
Re: Termination under Investment Agreement
Dear Purchasers:
Reference is made to the Investment Agreement dated as of October
14, 2004 by and between Gadzooks, Inc. and each of the several Purchasers named
in schedule I thereto (the "Investment Agreement"). Capitalized terms used
herein shall have the meanings provided in the Investment Agreement.
Pursuant to Section 8.01(a) of the Investment Agreement, the Company
and the Purchasers agree that the Investment Agreement is hereby terminated. The
effect of the valid termination of the Investment Agreement will be as set forth
in Section 8.03 thereof; including the Purchasers right for reimbursement of
professional fees and expenses pursuant to Section 10.03.
Please indicate your agreement with the foregoing by signing this
letter in the respective places indicated below and returning your signed copy
to Chuck Gibbs at Akin Gump Strauss Hauer & Feld LLP by facsimile at
214-969-4343.
Very truly yours,
/s/ Gerald R. Szczepanski
-------------------------
Gadzooks, Inc
Gerald R. Szczepanski
Chairman and CEO
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CUSIP No. 362553 10 9 13D Page 12 of 15 Pages
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Purchasers
January 11, 2005
Page 2
Cc: Charles Gibbs
William Finkelstein
Gadzooks Board of Directors
ACCEPTED AND AGREED:
GRYPHON MASTER FUND, L.P
By: Gryphon Partners, L.P.,
its General Partner
By: Gryphon Management Partners,
L.P., its General Partner
By: Gryphon Advisors, L.L.C.,
its General Partner
By: /s/ Warren W. Garden
--------------------
Name: Warren W. Garden
Title: Authorized Agent
GSSF MASTER FUND, LP
By: Gryphon Special Situations Fund, LP,
its General Partner
By: GSSF Management Partners, LP,
its General Partner
By: GSSF, LLC, its General Partner
By: /s/ Warren W. Garden
------------------------
Name: Warren W. Garden
Title: Authorized Agent
PISCES CAPITAL MANAGEMENT LLC
On behalf of its affiliates and accounts
By: /s/ Joshua Fischer
------------------
Name: Joshua Fischer
Title: Managing Member
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CUSIP No. 362553 10 9 13D Page 13 of 15 Pages
---------------------- --------------------
Purchasers
January 11, 2005
Page 3
COUCHMAN PARTNERS, L.P.
By: COUCHMAN CAPITAL LLC,
Its General Partner
By: /s/ Jonathan Couchman
---------------------
Name: Jonathan Couchman
Title: Managing Member
MELLON HBV CAPITAL PARTNERS, L.P.
By: /s/ Peter Cecchone
-------------------
Name: Peter Cecchone
Title: Managing Director
WS VENTURES MANAGEMENT, L.P.
as General Partner and/or agent and
attorney-in-fact for WS Opportunity Fund, L.P.
WS Opportunity Fund (QP), L.P., and
WS Opportunity Fund International, Ltd.
By: WSV Management, LLC,
General Partner
By: /s/ Patrick P. Walker
---------------------
Name: Patrick P. Walker
Title: Member
---------------------- --------------------
CUSIP No. 362553 10 9 13D Page 14 of 15 Pages
---------------------- --------------------
Purchasers
January 11, 2005
Page 4
WS CAPITAL MANAGEMENT, L.P.,
as General Partner and/or agent and
attorney-in-fact for Walker
Smith Capital, L.P.,
Walker Smith Capital (QP), L.P.,
Walker Smith International Fund, Ltd.
By: WS Capital, LLC, General Partner
By: /s/ G. Stacy Smith
------------------
Name: G. Stacy Smith
Title: Member
DISTRESSED RECOVERY MASTER FUND, LTD.
By: /s/ Peter Checcone
------------------
Name: Peter Checcone
Title: Managing Director
LITESPEED MASTER FUND, LTD.
By: Gryphon Master Fund, Ltd.,
As Proxy
By: Gryphon Partners, L.P.,
its General Partner
By: Gryphon Management Partners,
L.P., its General Partner
By: Gryphon Advisors, L.L.C.,
its General Partner
By: /s/ Warren W. Garden
--------------------
Name: Warren W. Garden
Title: Authorized Agent
---------------------- --------------------
CUSIP No. 362553 10 9 13D Page 15 of 15 Pages
---------------------- --------------------
Distribution List
William B. Finkelstein Gryphon Master Fund, L.P.
Wughes & Luce, LLP Attn: Warren W. Garden
H717 Main Street, Suite 2800 100 Crescent Court, Suite 490
Dallas, TX 75201 Dallas, TX 75201
GSSF Master Fund, LP Pisces Capital Management LLC
Attn: Warren W. Garden 950 Third Ave., 29th Floor
100 Crescent Court, Suite 490 Pew York, NY 10022
Dallas, TX 75201
Couchman Partners, L.P. Mellon HBV Capital Partners, LP
Attn: Jonathan Couchman 200 Park Ave., Suite 3300
800 Third Ave., 31st Floor Mew York, NY 10166
New York, NY 10022
Distressed Recovery Funds, LP WS Ventures Management, L.P.
200 Park Ave., Suite 3300 Attn: Patrick P. Walker
New York, NY 10166 300 Crescent Court, Suite 880
Dallas, TX 75201
WS Capital Management, L.P. Litespeed Master Fund, Ltd.
Attn: Patrick P. Walker Attn: Jamie Zimmerman
300 Crescent Court, Suite 880 237 Park Ave., Suite 900
Dallas, TX 75201 New York, NY 10017