SunLink Health Systems, Inc.

0000950144-08-002251.txt : 20080325 0000950144-08-002251.hdr.sgml : 20080325 20080325131701 ACCESSION NUMBER: 0000950144-08-002251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080325 DATE AS OF CHANGE: 20080325 GROUP MEMBERS: ANNE S. THOMPSON GROUP MEMBERS: BERGGRUEN HOLDINGS LTD. GROUP MEMBERS: NICOLAS BERGGRUEN GROUP MEMBERS: PHILIP H. EASTMAN, III GROUP MEMBERS: RESURGENCE HEALTH GROUP, LLC GROUP MEMBERS: TARRAGONA TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNLINK HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03600 FILM NUMBER: 08708880 BUSINESS ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: KRUG INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERGGRUEN HOLDINGS NORTH AMERICA LTD CENTRAL INDEX KEY: 0001346547 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: FORTY FIRST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123802230 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: FORTY FIRST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BERGGRUEN HOLDINGS NORTH AMERICA LTD. DATE OF NAME CHANGE: 20061229 FORMER COMPANY: FORMER CONFORMED NAME: Alexander Enterprise Holdings Corp. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 g12466a6sc13dza.htm SUNLINK HEALTH SYSTEMS, INC. SunLink Health Systems, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)*

SunLink Health Systems, Inc.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

86737U102

(CUSIP Number)

Jared S. Bluestein
Berggruen Holdings North America Ltd.
1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(212) 380-2235

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

-with a copy to-

Clifford E. Neimeth, Esq.

Greenberg Traurig, LLP
The MetLife Building

200 Park Avenue

New York, NY 10166

(212) 801-9200

March 24, 2008

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box þ.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Berggruen Holdings North America Ltd.

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Berggruen Holdings Ltd.

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Tarragona Trust

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Nicolas Berggruen

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Resurgence Health Group, LLC

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Georgia, United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Philip H. Eastman, III

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

100 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

100 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


			SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Anne S. Thompson

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

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Explanatory Note: This Amendment No. 6 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Berggruen Holdings North America Ltd., a British Virgin Islands (“BVI”) business company, Berggruen Holdings Ltd., a BVI business company, Tarragona Trust, a BVI trust, Nicolas Berggruen, a United States citizen, Resurgence Health Group, LLC, a Georgia limited liability company (“Resurgence”), Philip H. Eastman, III, a United States citizen, and Anne S. Thompson, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on November 7, 2007 and as amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto filed jointly by the Reporting Persons with the SEC on December 10, 2007, January 14, 2008, January 22, 2008, February 1, 2008 and March 3, 2008, respectively (as amended, the “Statement”), with respect to the Common Stock, without par value (the “Common Stock”), of SunLink Health Systems, Inc., an Ohio corporation (the “Issuer”).

Items 4 and 7 of the Statement are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended to add the following:

On March 24, 2008, Resurgence submitted to the Chairman of the Special Committee of the Board a letter dated March 24, 2008, a copy of which is filed herewith as Exhibit 4 and is incorporated herein in its entirety by reference.

The Reporting Persons intend to review their investment in the Common Stock on a continuing basis and, from time to time, may engage in further discussions with the Issuer’s senior executives and members of the Board concerning the foregoing. The Reporting Persons also intend to communicate with other shareholders of the Issuer, industry analysts and other constituents concerning the foregoing and to express their views of the Issuer, its management and the Board.

Depending on various factors including, without limitation, the Issuer’s financial performance and strategic direction, the outcome of the discussions and actions referenced above, price levels of the Common Stock, developments affecting the Issuer and its prospects, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future consider and take various courses of action with respect to the Issuer, its Board and its management and their investment in the Issuer, and the Reporting Persons may exercise any and all of their respective rights as shareholders of the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock, encouraging the Issuer to take action to maximize shareholder value through one or more strategic transactions and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Except as set forth in the Statement and in this Amendment No. 6, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the matters referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 7. Materials to be Filed as Exhibits.


	Exhibit 1		Joint Filing Agreement among the Reporting Persons, dated November 7, 2007 (incorporated by reference to Exhibit 1 to the Statement filed by the Reporting Persons with respect to the Issuer on November 7, 2007).

	Exhibit 2		Limited Power of Attorney, dated June 23, 2006, given by Maitland Trustees Limited, as trustee of the Tarragona Trust, to Jared Bluestein (incorporated by reference to Exhibit 2 to the Statement filed by the Reporting Persons with respect to the Issuer on November 7, 2007).

	Exhibit 3		Limited Power of Attorney, dated August 10, 2007, given by Nicolas Berggruen to Jared Bluestein (incorporated by reference to Exhibit 3 to the Statement filed by the Reporting Persons with respect to the Issuer on November 7, 2007).

	Exhibit 4		Letter dated March 24, 2008 from Resurgence to the Chairman of the Special Committee of the Board of Directors of the Issuer.

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.

Dated: March 25, 2008


		Berggruen Holdings North America Ltd.

		By:		/s/ Jared S. Bluestein
		Name: Jared S. Bluestein
		Title: Director

		Berggruen Holdings Ltd.

		By:		/s/ Jared S. Bluestein

		Name: Jared S. Bluestein
		Title: Director

		Tarragona Trust

		By: Maitland Trustees Limited, as Trustee

		By:		/s/ Jared S. Bluestein

		Name: Jared S. Bluestein
		Title: Authorized Signatory

				*

		Nicolas Berggruen

		Resurgence Health Group, LLC

		By:		/s/ Philip H. Eastman, III

		Name: Philip H. Eastman, III
		Title: Chief Executive Officer

				/s/ Philip H. Eastman, III

		Philip H. Eastman, III

				/s/ Anne S. Thompson

		Anne S. Thompson

* The undersigned, by signing his name hereto, does sign and execute this Statement pursuant to the Limited Power of Attorney executed by Nicolas Berggruen filed as Exhibit 3 to this Statement.



Dated: March 25, 2008	*By:	/s/ Jared S. Bluestein, Attorney-in-Fact
		Jared S. Bluestein

EX-4 2 g12466a6exv4.htm EX-4 LETTER DATED MARCH 24, 2008 EX-4 Letter dated March 24, 2008

Exhibit 4

RESURGENCE HEALTH GROUP, LLC
1400 Buford Highway
Building R-3 • Sugar Hill, GA 30518
(O) 770-904-6731 (F) 770-904-6734
www.resurgencehealthgroup.com

March 24, 2008

VIA OVERNIGHT DELIVERY

Dr. Steven J. Baileys
Chairman of the Special Committee
of the Board of Directors of
SunLink Health Systems, Inc.
c/o SunLink Health Systems, Inc.
900 Circle 75 Parkway, Suite 1120
Atlanta, GA 30339

and

30691 Hunt Club Drive
San Juan Capistrano, CA 92675

Dear Dr. Baileys:

This letter is written on behalf of Resurgence Health Group, LLC and Berggruen Holdings, Inc. in response to your letter dated March 7, 2008.

Firstly, to clarify any misunderstanding, we reiterate that our offer of $7.50 per share for all outstanding shares of SunLink Health Systems, Inc.’s (“SunLink”) common stock is an all-cash offer and is not subject to any financing contingency. Regarding due diligence, we further reiterate that we are only seeking to conduct confirmatory due diligence, primarily at the facility level to verify the accuracy of SunLink’s public financial statements and SEC filings. We are not seeking any material, non-public information and, as we previously advised your financial advisor, Stephens & Co., we are not seeking copies of or access to any management forecasts or projections.

We have performed our own analyses of SunLink and we believe that our offer of $7.50 per share constitutes fair value for all of SunLink’s stockholders. In fact, our $7.50 per share offer today represents an approximately 39% premium over SunLink’s current market price. Furthermore, notwithstanding our earlier correspondences, we are no longer seeking any reimbursement of expenses for conducting confirmatory due diligence.

Secondly, the draft confidentiality agreement sent to us by your advisors contained an inappropriate and overbroad “standstill” agreement that would have prevented us from trading in SunLink’s securities and from participating in various corporate improvement and value

maximizing transactions. We are not willing to commit to any such restrictions at this time. To accommodate you and to facilitate the commencement of a transaction process, we executed and returned a standard confidentiality agreement with respect to any non-public information that might be imparted to us by you in a meeting and during any confirmatory due diligence which did not contain any such standstill restrictions. Stephens & Co rejected it, stating that the “standstill” was mandatory and a precondition to any meeting.

Thirdly, we requested in good faith to meet with the entire Board and/or the Special Committee on numerous occasions over the past four months. Only last week did you finally agree to meet (in your words, “for our benefit”?), but only after a further delay of three weeks a location in San Diego, California, a location with no logical nexus to SunLink — an Ohio corporation headquartered in Georgia with operations in the Southeastern U.S. As we informed you and Stephens & Co., you have seriously misconstrued the purpose of the meeting and, in the process, your own fiduciary obligations. The meeting was offered for your benefit and for the benefit of your public stockholders — the owners of SunLink whose interests you are obligated to serve and protect. We find it inconceivable that a board of a public company whose equity value has materially deteriorated over the past couple of years would purposely and knowingly ignore a 39% premium offer for four months without even attempting to meet with us to learn more about our reputation, deal track record, further details of our offer and our overall acquisition plans.

In view of SunLink’s continued transparent delay and obstructionist tactics, we hereby demand that not later than 5:30 p.m., Eastern time, on April 11, 2008, that the directors of SunLink either (i) agree to meet with us, commence good faith discussions and undertake to commence a legitimate process in respect of our offer or (ii) publish the reasons for your rejection

Your failure either to respond to this correspondence with a face-to-face meeting with all of your independent directors present by the aforementioned date or your rejection of our offer (and failure to undertake to commence a bona fide process in respect thereof) without any simultaneous public announcement of an alternative strategic financial transaction involving SunLink, will leave us with no alternative other than to pursue all lawful and commercial options available to us. Make no mistake, if our fully financed $7.50 all-cash offer, subject to confirmatory due diligence, is not accepted or rejected by April 11, 2008, we expressly reserve the right to take our case directly to your entire stockholder base with all methods at our disposal. Do not underestimate our resources or our resolve. We intend to hold all directors fully accountable for their actions and omissions to all of their constituents.

We demand immediate delivery of all materials identified in Mr. Timothy Elder’s letter of February 6, 2008 (responding to our Ohio law stockholder inspection demand). Notwithstanding that you are required to provide such materials (without redaction) under Ohio law, you have continued to fail to do so, despite Mr. Elder’s representation that they would be furnished or otherwise made available.

Please direct your response to my personal attention, with a simultaneous copy to all persons identified below.

Very truly yours,

RESURGENCE HEALTH GROUP, LLC


/s/ Philip H. Eastman, III
Philip H. Eastman, III
President


Cc:		Jared Bluestein, COO
		Berggruen Holdings, Inc.

		Charles Ganz, Esq.
		Sutherland, Asbill and Brennan

		Clifford E. Neimeth, Esq.
		Greenberg Traurig, LLP

		Clifford Roe, Esq.
		Dinsmore and Shohl, LLP