-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TWq4ilxX6Hjrm9wIjzJfCBf/mL9QznjCkRXwUGj3hAYMUkCTXwtYm1Py9tC7tMFP kcWJJU2wfTinV0xSGAebDw== 0000914760-95-000003.txt : 19950509 0000914760-95-000003.hdr.sgml : 19950508 ACCESSION NUMBER: 0000914760-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950120 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROPAK CORP /CA/ CENTRAL INDEX KEY: 0000043514 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 953206821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37075 FILM NUMBER: 95502155 BUSINESS ADDRESS: STREET 1: 660 S STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631 BUSINESS PHONE: 7148709757 MAIL ADDRESS: STREET 1: 660 SOUTH STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631-5138 FORMER COMPANY: FORMER CONFORMED NAME: ROPAK WEST INC/NEW DATE OF NAME CHANGE: 19850813 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WESTERN GENERAL INC DATE OF NAME CHANGE: 19820509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINPAC MOULDINGS LTD CENTRAL INDEX KEY: 0000931018 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 2: DEYKJIN AVENUE CITY: WITTON BIRMINGHAM BC STATE: X0 ZIP: 00000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ROPAK CORPORATION (Name of Issuer) COMMON STOCK, $.01 par value (Title of Class of Securities) 776670 10 1 (CUSIP Number) David Williams Deykin Avenue Witton, Birmingham B6 7HY, United Kingdom (011-44-21-238-2400) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 1995 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. 776670 10 1 _________________________________________________________________ 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LINPAC MOULDINGS LIMITED _________________________________________________________________ 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 ITEMS 2(d) or 2(e) / / _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom _________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES 2,973,302 BENEFICIALLY _______________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING _______________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,965,984 _______________________________________________________ 10 SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,973,302 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.3% _________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. This Schedule 13D Amendment No. 8 is filed with respect to the Common Stock, $.01 par value (the "Common Stock"), of Ropak Corporation, a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 660 South State College Boulevard, Fullerton, California 92631. Item 2. Identity and Background This Amendment is filed on behalf of LINPAC Mouldings Limited, a United Kingdom corporation ("LINPAC"). The address of LINPAC's principal business and principal office is Deykin Avenue, Witton, Birmingham B6 7HY, United Kingdom. LINPAC's principal business is injection moulding for plastic products. The following persons are the directors and executive officers of LINPAC: Business Principal Name Position Address Occupation M.J. Cornish Chairman LINPAC Group Limited Chairman & and Director Evan Cornish House Managing Windsor Road Director Louth LN11 OLX of LINPAC United Kingdom Group D.A. Williams Managing LINPAC Mouldings Managing Director Limited Director Deykin Avenue, of LINPAC Witton, Birmingham B6 7HY United Kingdom J.L. Doughty Finance LINPAC Mouldings Financial Director Limited Director Deykin Avenue, of LINPAC Witton, Birmingham B6 7HY United Kingdom R. Heaton Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom B. Taylor Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom J.P. Thorp Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom LINPAC is a wholly-owned subsidiary of LINPAC Group Limited, a United Kingdom corporation ("Group"). The address of Group's principal business and principal office is Evan Cornish House, Windsor Road, Louth, Lincolnshire, LN11 OLX, United Kingdom. Group's principal business is to serve as a holding company. The following persons are the directors and executive officers of Group: Business Principal Name Position Address Occupation M.J. Cornish Chairman LINPAC Group Limited Chairman and Managing Evan Cornish House and Director Windsor Road Managing (Executive) Louth LN11 OLX Director United Kingdom of LINPAC Group H.M. Paisner Director Paisner & Co. Solicitor (Non- Bouverie House Executive) 154 Fleet Street London EC4A 2DQ United Kingdom LINPAC GROUP Limited S.F. Robin Director 5 Kensington Retired (Non- High Street Executive) London W8 5NP United Kingdom A.T. Smith Secretary and LINPAC Group Limited Secretary Financial Evan Cornish House and Director Windsor Road Financial (Executive) Louth LN11 OLX Director United Kingdom of Group R.A. Lang Director LINPAC INC President (Executive) 6400 Powers Ferry Rd NW of LINPAC Suite 345 INC Atlanta Georgia 30339-2097 USA M.C. Anderson Director LINPAC Plastics Managing (Executive) International Limited Director Al Business Park of LINPAC Knottingley WF11OBS Plastics United Kingdom Interna- tional Limited D.A. Williams Director LINPAC Mouldings Limited Managing (Executive) Deykin Avenue, Director Witton, of LINPAC Birmingham B6 7HY Mouldings United Kingdom Limited R.B. Redding Director LINPAC Containers Managing (Executive) International Limited Director Evan Cornish House of LINPAC Windsor Road Containers Louth LN11 OLX Interna- United Kingdom tional Limited All of the foregoing individuals are citizens of the United Kingdom. During the past five years, neither LINPAC, Group nor any of their directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was or is any such person 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. Item 3. Source and Amount of Funds or Other Consideration LINPAC acquired the shares of Common Stock described in Item 5(c) below with internally generated funds. Item 4. Purpose of Transaction In September, 1994, LINPAC proposed a merger of a subsidiary of LINPAC into the Company whereby shareholders of the Company, other than LINPAC, would receive $10.50 per share in cash for their Common Stock (the "Merger Proposal"). See Form 13D Amendment No. 2 and Form 13D Amendment No. 3 for additional information on the Merger Proposal. The terms of the Merger Proposal were rejected by a Special Committee of the Board of Directors of the Company. On December 22, 1994, LINPAC withdrew its Merger Proposal and is currently evaluating all of its alternatives with respect to its investment in the Company, including purchasing additional shares through any means available or selling its shares. Item 5. Interest in Securities of the Issuer (a) The aggregate number of shares of Common Stock beneficially owned by LINPAC within the meaning of Section 13(d) of the Securities Exchange Act of 1934 is 2,973,302 or 58.3% of the total amount outstanding. (b) LINPAC has the sole power to vote and to direct the disposition of all the shares of Common Stock beneficially owned by it, except with respect to 7,318 shares of Common Stock which LINPAC has the right to vote but not purchase pursuant to the Option Agreement dated September 25, 1994 between LINPAC and certain members of the Roper family, as reported in Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on September 29, 1994. (c) Since Schedule 13D Amendment No. 7 was filed with the Securities and Exchange Commission on January 11, 1995, LINPAC has purchased a total of 344,500 shares of Common Stock. On January 12, 1995, LINPAC purchased 281,000 shares of Common Stock in a private transaction from Chesapeake Partners Limited Partnership, Chesapeake Partners Institutional Fund Limited Partnership, and Chesapeake Partners International Ltd. (the "Chesapeake Entities") for a purchase price of $11.00 per share; in addition, LINPAC agreed to pay to the Chesapeake Entities additional consideration for such shares purchased if during the period between January 12, 1995 and September 30, 1995 (the "Measurement Period") LINPAC enters into any new agreements to purchase Common Stock at a per share price in excess of $11.00. Such additional consideration shall be calculated by multiplying the amount of shares of Common Stock purchased from the Chesapeake Entities by the difference between (x) the highest per share purchase price paid by LINPAC for any additional shares of Common Stock during the Measurement Period and (y) $11.00 for each share. For further information see the Stock Purchase Agreement dated January 12, 1995 among LINPAC and the Chesapeake Entities attached hereto as Exhibit 99.L. On January 3, 1995, LINPAC acquired 5,000 shares of Common Stock from Palisades Partners for a purchase price of $10.50 per share in a private transaction. On January 13, 1995, LINPAC purchased 33,500 shares of Common Stock from Harvest Management for a purchase price of $10.50 per share in a private transaction. On January 17, 1995, LINPAC purchased 25,000 shares of Common Stock from Bear Stearns Securities Corp. for a purchase price of $10.50 per share in a private transaction. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On January 12, 1995, LINPAC entered into the Stock Purchase Agreement dated January 12, 1995 among LINPAC and the Chesapeake Entities, attached hereto as Exhibit 99.L, in which it agreed to purchase the shares of Common Stock held by the Chesapeake Entities as described in Item 5(c) above. Item 7. Material to Be Filed as Exhibits Exhibits A, B and C are incorporated herein by reference to the Schedule 13D amended hereby that was filed on behalf of LINPAC on May 26, 1992. Exhibits D and E are incorporated herein by reference to the Schedule 13D Amendment No. 1 amended hereby that was filed on behalf of LINPAC on June 12, 1992. Exhibit F is incorporated herein by reference to the Schedule 13D Amendment No. 2 amended hereby that was filed on behalf of LINPAC on September 29, 1994. Exhibit G is incorporated herein by reference to the Schedule 13D Amendment No. 3 amended hereby that was filed on behalf of LINPAC on October 18, 1994. Exhibit H is incorporated herein by reference to the Schedule 13D Amendment No. 4 amended hereby that was filed on behalf of LINPAC on November 10, 1994. Exhibit I and Exhibit J are incorporated herein by reference to the Schedule 13D Amendment No. 5 amended hereby that was filed on behalf of LINPAC on December 2, 1994. Exhibit 99.K is incorporated herein by reference to the Schedule 13D Amendment No. 6 amended hereby that was filed on behalf of LINPAC on January 11, 1995. Attached hereto as Exhibit 99.L is a copy of that certain Stock Purchase Agreement dated January 12, 1995 among LINPAC and the Chesapeake Entities. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 20, 1995 LINPAC MOULDINGS LIMITED By: /s/ David Williams Managing Director ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EXHIBIT INDEX Exhibit Page No. Exhibit A - Letter from Massachusetts Mutual Life * Insurance Company and MassMutual Corporate Investors to LINPAC Mouldings Limited c/o Stanley H. Meadows, dated May 15, 1992. Exhibit B - Letter from Stanley H. Meadows to * Massachusetts Mutual Life Insurance Company and MassMutual Corporate Investors dated May 15, 1992. Exhibit C - LINPAC Mouldings Limited Power of * Attorney to Stanley H. Meadows, P.C. Exhibit D - Stock Purchase Agreement between ** Massachusetts Mutual Life Insurance Company and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit E - Stock Purchase Agreement between ** MassMutual Corporate Investors and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit F - Option Agreement among LINPAC Mouldings *** Limited, LINPAC Mouldings, Inc. and certain stockholders of the Company. Exhibit G - Share Purchase Agreement between LINPAC **** Mouldings Limited and National Bank of Canada dated October 14, 1994. Exhibit H - LINPAC Mouldings Limited Power of Attorney ***** to Stanley H. Meadows, P.C. and Scott M. Williams. Exhibit I - Letter dated November 25, 1994 to McDermott, ****** Will & Emery from Fidelity Management & Research Co. ("Fidelity"). Exhibit J - Letter dated December 2, 1994 from David ****** Williams to Ropak Corporation. Exhibit 99.K - Stock Purchase Agreements dated December 29, 1994******* between LINPAC and various employees of the Company Exhibit 99.L - Stock Purchase Agreement dated January 12, 1995 among LINPAC Mouldings Limited, Chesapeake Partners Limited Partnership, Chesapeake Partners International Fund Ltd. and Chesapeake Partners Institutional Fund Limited Partnership * Incorporated by reference to the Schedule 13D amended hereby that was filed on behalf of LINPAC Mouldings Limited on May 26, 1992. ** Incorporated by reference to the Schedule 13D Amendment No. 1 amended hereby that was filed on behalf of LINPAC Mouldings Limited on June 12, 1992. *** Incorporated by reference to the Schedule 13D Amendment No. 2 amended hereby that was filed on behalf of LINPAC Mouldings Limited on September 29, 1994. **** Incorporated by reference to the Schedule 13D Amendment No. 3 amended hereby that was filed on behalf of LINPAC Mouldings Limited on October 18, 1994. ***** Incorporated by reference to the Schedule 13D Amendment No. 4 amended hereby that was filed on behalf of LINPAC Mouldings Limited on November 10, 1994. ****** Incorporated by reference to the Schedule 13D Amendment No. 5 amended hereby that was filed on behalf of LINPAC Mouldings Limited on December 2, 1994. ******* Incorporated by reference to the Schedule 13D Amendment No. 7 amended hereby that was filed on behalf of LINPAC Mouldings Limited on January 11, 1995. EX-99 2 STOCK PURCHASE AGREEMENT Exhibit 99.L STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 12th day of January, 1995, by and between LINPAC MOULDINGS LIMITED ("LINPAC"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England on the one hand and Chesapeake Partners Limited Partnership, Chesapeake Partners Institutional Fund Limited Partnership and Chesapeake Partners International, Ltd. on the other hand (collectively, the "Shareholder on a joint and several basis"). WHEREAS, ROPAK CORPORATION is a Delaware corporation (the "Company") with its principal office located at 660 S. State College Blvd., Fullerton, California 92631-5138; WHEREAS, the Shareholder owns 281,000 shares (the "Shares") of common stock of the Company (the "Common Stock"); WHEREAS, the Shareholder desires to sell and LINPAC desires to purchase the Shares; NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants, agreements and promises herein contained, the parties agree as follows: SECTION 1. PURCHASE AND SALE 1.1. Purchase Price. The Purchase Price for the Shares shall be $11.00 per share. 1.2. Additional Consideration. If LINPAC purchases any Common Stock for a per share price in excess of $11.00 per share during the period beginning on the date hereof and ending on September 30, 1995, then LINPAC shall, on or before October 31, 1995, pay the Shareholder, as additional consideration for the Shares, an amount per share equal to the difference between the highest per share price paid and $11.00. Notwithstanding the foregoing, LINPAC shall not be required to make any payment of additional consideration as a result of the purchase of any Common Stock pursuant to any existing agreement to which LINPAC is a party, including the purchase of any Common Stock pursuant to LINPAC's Agreement with certain Roper family members. SECTION 2. CLOSING 2.1. Closing. The transfer of stock (the "Closing") shall occur at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois on the date hereof. 2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver the following: (a) $2,779,700 to: $155,100 to: (b) such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby. 2.3. Deliveries by Shareholder. At the Closing, Shareholder shall deliver the following: (a) 281,000 shares of Common Stock by free delivery to the following account: (b) such other endorsements, instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby. SECTION 3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER Shareholder represents and warrants to LINPAC as of the date hereof and as of the Closing, as follows: 3.1. Authority. Shareholder has all requisite power and authority, without the consent of any other person, to execute and deliver this Agreement and the documents to be delivered at the Closing and to carry out the transactions contemplated hereby and thereby. Each of the three Shareholder entities is a validly existing limited partnership or corporation, as applicable, in good standing under its jurisdiction of organization. Chesapeake Partners Management Co., Inc. has authority to execute this Agreement on behalf of each Shareholder entity. 3.2 Validity. This Agreement has been duly executed and delivered and constitutes the lawful, valid and binding obligation of Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally, or by general equitable principles, and except to the extent that indemnification for certain matters pertaining to Federal and state securities laws may not be enforceable on the grounds that such indemnification is contrary to public policy. No approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other government authority, is required for the execution and delivery by Shareholder of this Agreement or the performance by Shareholder of its obligations hereunder. 3.4. Common Stock. Shareholder is the owner of the Shares and has good, marketable and indefeasible title thereto and the absolute right to sell, assign, transfer and deliver the same, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kind. SECTION 4. REPRESENTATIONS AND WARRANTIES OF LINPAC LINPAC hereby represents and warrants to Shareholder as of the date hereof and as of the Closing, as follows: 4.1. Authority. LINPAC has all requisite power and authority, without the consent of any other person, to execute and deliver this Agreement and the documents to be delivered at the Closing, and to carry out the transactions contemplated hereby and thereby. LINPAC is a private company limited by shares organized and validly existing under the laws of the United Kingdom. 4.2. Validity. This Agreement has been duly executed and delivered and constitutes the lawful, valid and legally binding obligation of LINPAC, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally, or by general equitable principles, and except to the extent that indemnification for certain matters pertaining to Federal and state securities laws may not be enforceable on the grounds that such indemnification is contrary to public policy. No approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other government authority, is required for the execution and delivery by LINPAC of this Agreement or the performance by LINPAC of its obligations hereunder. SECTION 5. SURVIVAL AND INDEMNIFICATION The representations and warranties in this Agreement will survive the Closing. Each party shall indemnify and hold harmless the other from any and all loss, liability, cost, expense, claim or obligation arising from any breach of any representation and warranty or failure to fulfill any covenant hereunder. The representations and warranties in Section 3 hereof are the only representations and warranties made by Shareholder, and LINPAC is not relying on any other statements made by Shareholder and has conducted its own review of the Company for purposes of its investment in the Shares. SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER CHESAPEAKE PARTNERS LIMITED PARTNERSHIP By: /s/ David A. William By: CHESAPEAKE PARTNERS David A. Williams MANAGEMENT CO., INC., Its: Managing Director General Partner By: /s/ Mark D. Lerner Name: Mark D. Lerner Title: Vice President CHESAPEAKE PARTNERS INSTITUTIONAL FUND LIMITED PARTNERSHIP By: CHESAPEAKE PARTNERS MANAGEMENT CO., INC., General Partner By: /s/ Mark D. Lerner Name: Mark D. Lerner Title: Vice President CHESAPEAKE PARTNERS INTERNATIONAL LTD. By: CHESAPEAKE PARTNERS MANAGEMENT CO., INC., Investment Manager By: /s/ Mark D. Lerner Name: Mark D. Lerner Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----