SC 13D/A 1 dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D AMENDMENT NO. 4 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(a) and Amendments thereto Filed

Pursuant to Rule 13d-2(a)

 

(Amendment No. 4)*

 

MERCURY AIR GROUP, INC.


(Name of issuer)

 

Common Stock, par value $0.01 per share


(Title of class of securities)

 

589354109


(CUSIP number)

 

COPY TO:

R. G. Barrett

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB, England

011-44-207-747-5640


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

 

June 30, 2003


(Dates of Events which Require 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 22 Pages)


*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).


SCHEDULE 13D

CUSIP No. 589354109

Page 2 of 22

 


  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

J O Hambro Capital Management Group Limited

No IRS Identification Number            

   

  2.  

Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  x

   

  3.  

SEC Use Only

 

   

  4.  

Source of Funds*

 

AF            

   

  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

England            

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

        0        


  8.    Shared Voting Power

 

        365,100        


  9.    Sole Dispositive Power

 

        0        


10.    Shared Dispositive Power

 

        365,100        


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

365,100            

   

12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

11.1%            

   

14.  

Type of Reporting Person*

 

HC            

   

 

* See instructions before filling out!

 

2


SCHEDULE 13D

CUSIP No. 589354109

Page 3 of 22

 


  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

J O Hambro Capital Management Limited

No IRS Identification Number            

   

  2.  

Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  x

   

  3.  

SEC Use Only

 

   

  4.  

Source of Funds*

 

AF            

   

  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

England            

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

        0        


  8.    Shared Voting Power

 

        365,100        


  9.    Sole Dispositive Power

 

        0        


10.    Shared Dispositive Power

 

        365,100        


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

365,100            

   

12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

11.1%            

   

14.  

Type of Reporting Person*

 

IA            

   

 

* See instructions before filling out!

 

3


SCHEDULE 13D

CUSIP No. 589354109

Page 4 of 22

 


  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

Christopher Harwood Bernard Mills

No IRS Identification Number            

   

  2.  

Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  x

   

  3.  

SEC Use Only

 

   

  4.  

Source of Funds*

 

AF            

   

  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

England            

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

        0        


  8.    Shared Voting Power

 

        365,100        


  9.    Sole Dispositive Power

 

        0        


10.    Shared Dispositive Power

 

        365,100        


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

365,100            

   

12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

11.1%            

   

14.  

Type of Reporting Person*

 

IN            

   

 

* See instructions before filling out!

 

4


SCHEDULE 13D

CUSIP No. 589354109

Page 5 of 22

 


  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

American Opportunity Trust plc

No IRS Identification Number            

   

  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(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

England            

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

        0        


  8.    Shared Voting Power

 

        157,500        


  9.    Sole Dispositive Power

 

        0        


10.    Shared Dispositive Power

 

        157,500        


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

157,500            

   

12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

4.8%            

   

14.  

Type of Reporting Person*

 

IV            

   

 

* See instructions before filling out!

 

5


SCHEDULE 13D

CUSIP No. 589354109

Page 6 of 22

 


  1.  

Name of Reporting Person, S.S. or I.R.S. Identification No. of above person

 

The Trident North Atlantic Fund

No IRS Identification Number            

   

  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(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

 

Cayman Islands            

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 

        0        


  8.    Shared Voting Power

 

        111,660        


  9.    Sole Dispositive Power

 

        0        


10.    Shared Dispositive Power

 

        111,660        


11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

111,660            

   

12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 


13.  

Percent of Class Represented by Amount in Row (11)

 

3.4%            

   

14.  

Type of Reporting Person*

 

IV, CO            

   

 

* See instructions before filling out!

 

6


AMENDMENT NO. 4 TO

STATEMENT ON SCHEDULE 13D

 

This Amendment No. 4 to Statement on Schedule 13D (the “Amendment”) is filed on behalf of the Filing Parties (defined below). This Amendment amends the Amendment No. 3 filed by the Filing Parties with the Securities and Exchange Commission (the “SEC”) on April 14, 2003 pursuant to a joint filing agreement dated as of April 9, 2003. The Filing Parties first filed with the SEC a Statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of Mercury Air Group, Inc. on December 2, 2002. The initial statement was subsequently amended on December 6, 2002, December 17, 2002 and April 14, 2003.

 

Item 1.    Security and Issuer.

 

The class of equity securities to which this Amendment relates is the common stock, par value $0.01 per share (the “Common Stock”) of Mercury Air Group, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 5456 McConnell Avenue, Los Angeles, CA 90066.

 

Item 2.    Identity and Background.

 

2 (a-c,f).

 

  I.   Filing Parties:

 

This Amendment is filed on behalf of the following five persons, who are collectively referred to as the “Filing Parties”:

 

1.   J O Hambro Capital Management Group Limited (“J O Hambro Group”) is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. J O Hambro Group functions as the ultimate holding company for J O Hambro Capital Management Limited.

 

2.   J O Hambro Capital Management Limited (“J O Hambro Capital Management”) is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. J O Hambro Capital Management is principally engaged in the business of investment management and advising. It serves as co-investment adviser to North Atlantic Smaller Companies Investment Trust plc (“NASCIT”) and American Opportunity Trust plc (“American Opportunity Trust”) and as investment adviser to Oryx International Growth Fund Limited (“Oryx”), The Trident North Atlantic Fund (“Trident North Atlantic”) and The Trident European Fund (“Trident European”), as well as to private clients.

 

3.   Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as executive director of NASCIT and American Opportunity Trust, as a director of J O Hambro Group, J O Hambro Capital Management, Trident North Atlantic,

 

Page 7 of 22


       Oryx, Acquisitor plc and Acquisitor Holdings (Bermuda) Ltd. (“Acquisitor”), and as co-investment adviser to NASCIT and American Opportunity Trust.

 

4.   American Opportunity Trust is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. American Opportunity Trust is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro Capital Management serve as co-investment advisers to American Opportunity Trust.

 

5.   Trident North Atlantic is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. Christopher Harwood Bernard Mills serves as a director of Trident North Atlantic and J O Hambro Capital Management serves as an investment adviser to Trident North Atlantic.

 

II.   Control Relationships:

 

J O Hambro Capital Management is a wholly-owned subsidiary of J O Hambro Group.

 

Christopher Harwood Bernard Mills serves as a director of J O Hambro Group and J O Hambro Capital Management, and as executive director of American Opportunity Trust.

 

III.   Executive Officers and Directors:

 

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein.

 

(d) Criminal Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) Civil Securities Law Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a 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.

 

Page 8 of 22


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

 

The aggregate purchase price of the 157,500 shares of Common Stock beneficially held by American Opportunity Trust is $1,036,157 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by American Opportunity Trust were paid for using its working capital funds.

 

The aggregate purchase price of the 111,660 shares of Common Stock beneficially held by Trident North Atlantic is $710,457 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident North Atlantic were paid for using its working capital funds.

 

The aggregate purchase price of the 95,940 shares of Common Stock beneficially held by private clients of J O Hambro Capital Management is $610,621 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by such private clients were paid for using their working capital funds.

 

Item 4. Purpose of Transaction.

 

The Filing Parties believe that the shares of Common Stock of the Company are undervalued and represent an attractive investment opportunity and they are considering pursuing any and all of the actions enumerated below.

 

The Filing Parties may take such actions with respect to their investment in the Company as they deem appropriate, including without limitation: (i) having open communications with the Company’s management in order to monitor their efforts to increase shareholder value, (ii) purchasing additional shares of Common Stock in the open market or otherwise, (iii) seeking a change of control of the Company through various means, including without limitation, an extraordinary corporate transaction, such as a merger, reorganization or recapitalization, (iv) seeking to amend the Company’s charter and by-laws, (v) seeking to elect a slate of directors to the Company’s board of directors, (vi) presenting proposals for stockholders’ consideration at an annual or special meeting of the Company’s stockholders and (vii) reviewing the Company’s securities filings for compliance with federal securities laws and, where appropriate, making referrals to the SEC.

 

On June 30, 2003, the Company filed a Current Report on Form 8-K disclosing that it had filed a lawsuit in federal district court in Los Angeles against the Filing Parties, Acquisitor Holdings (Bermuda) Ltd. and Executive Air Support, Inc. alleging that the Filing Parties and the other defendants had made false and/or misleading statements in SEC filings and misused proprietary, confidential and trade secret information in an attempt to take control of the Company’s assets. Following a review of the action filed by the Company, the Filing Parties intend to vigorously defend themselves against these claims.

 

The Filing Parties believe that the current corporate governance of the Company relating to its officers falls well short of acceptable practice. The Filing Parties intend to thoroughly investigate what appears to be a pattern of self-dealing by members of the Company’s board of

 

Page 9 of 22


directors by which certain individuals have engaged in a scheme to enrich themselves at the Company’s expense and, depending on the findings of their investigation, the Filing Parties may commence litigation.

 

In light of the current corporate governance of the Company, the Filing Parties are considering means by which some or all of the directors may be removed from the board of directors.

 

In addition, the Filing Parties believe it is in the interest of all shareholders if either the current board or a new board immediately appoint an independent firm of investment bankers to find ways to maximize shareholder value.

 

The Filing Parties may also sell some or all of their shares of Common Stock in the open market or through privately negotiated transactions, or change their intention with respect to any and all of the matters referred to above.

 

Item 5. Interest in Securities of the Issuer.

 

(a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:

 

Filing Party


   Aggregate
Number of
Shares


   Number of
Shares:
Sole Power
to Vote


   Number of
Shares:
Shared
Power to
Vote


   Number of
Shares: Sole
or Shared
Power to
Dispose


   Approximate
Percentage*


 

J O Hambro Group

   365,100    0    365,100    365,100    11.1 %

J O Hambro Capital Management

   365,100    0    365,100    365,100    11.1 %

Christopher H. B. Mills

   365,100    0    365,100    365,100    11.1 %

American Opportunity Trust

   157,500    0    157,500    157,500    4.8 %

Trident North Atlantic

   111,660    0    111,660    111,660    3.4 %

 

* Based on 6,577,334 shares of Common Stock, par value $0.01 per share, outstanding as of May 9, 2003, which is based on information reported in the Company’s 10-Q, for the period ended March 31, 2003. On June 18, 2003, the Common Stock was consolidated in a 1 for 2 reverse stock split.

 

(c) In the past 60 days, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table:

 

Page 10 of 22


Mercury Air Group, Inc.                                                 Trades in past 60 days

 

Filing Party

   Date    No. of
Shares
  

Price

(US$)

   Broker

J O Hambro Capital Management (on behalf of its private clients)

   6/30/03    1,400    6.10    McDonald
Investments

J O Hambro Capital Management (on behalf of its private clients)

   7/01/03    1,400    6.25    McDonald
Investments

J O Hambro Capital Management (on behalf of its private clients)

   7/02/03    6,100    6.25    McDonald
Investments

J O Hambro Capital Management (on behalf of its private clients)

   7/07/03    4,500    6.42    McDonald
Investments

J O Hambro Capital Management (on behalf of its private clients)

   7/10/03    8,100    6.50    McDonald
Investments

 

All of the above transactions were effected on the open market and were purchases.

 

(d) No person other than the Filing Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

 

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

 

As co-investment advisers to American Opportunity Trust, Christopher Harwood Bernard Mills and J O Hambro Capital Management share the right to transfer and vote the shares of the Common Stock of the Company pursuant to an agreement dated as of January 7, 1993 between American Opportunity Trust and J O Hambro Capital Management.

 

Item 7. Material to be Filed as Exhibits.

 

Previously Filed.

 

Page 11 of 22


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: July 11, 2003

 

J O HAMBRO CAPITAL MANAGEMENT LIMITED

 

By: /s/ Christopher H. B. Mills                                                 

Name: Christopher H. B. Mills

Title: Director

Executed on behalf of the Filing Parties pursuant to the

Joint Filing Agreement, as previously filed.

 

Page 12 of 22


Schedule A

 

Information Concerning Directors and Executive Officers of the Filing Parties

 

The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management Group Limited (“J O Hambro Group”) as of the date hereof.

 

Name:

  

James Daryl Hambro

(Chairman)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Chairman, J O Hambro Capital Management

Name:

  

Christopher Harwood Bernard Mills

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

  

Non-Executive Director, Acquisitor

Non-Executive Director, Acquisitor plc

Executive Director, NASCIT

Executive Director, American Opportunity Trust

Director, J O Hambro Capital Management

Name:

  

Nichola Pease

(Director and Chief Executive)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director and Chief Executive, J O Hambro Capital Management

 

Page 13 of 22


Name:

   Basil Postan
(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

   Jeremy James Brade
(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

   Graham Warner
(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

   Robert George Barrett
(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

 

Page 14 of 22


Name:

  

Andreas Christian Jutting Lehmann

(Director)

Citizenship:

   Danish

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

  

Willem Vinke

(Director)

Citizenship:

   Dutch

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

 

Page 15 of 22


The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management Limited (“J O Hambro Capital Management”) as of the date hereof.

 

Name:

  

James Daryl Hambro

(Managing Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Managing Director, J O Hambro Capital Management

Name:

  

Christopher Harwood Bernard Mills

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

  

Non-Executive Director, Acquisitor

Non-Executive Director, Acquisitor plc

Executive Director, NASCIT

Executive Director, American Opportunity Trust

Director, J O Hambro Capital Management

Name:

  

Jeremy James Brade

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

 

Page 16 of 22


Name:

  

Nichola Pease

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director and Chief Executive, J O Hambro Capital Management

Name:

  

Basil Postan

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

  

Robert George Barrett

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

Name:

  

Andreas Christian Jutting Lehmann

(Director)

Citizenship:

   Danish

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

 

Page 17 of 22


Name:

  

Willem Vinke

(Director)

Citizenship:

   Dutch

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management

 

Page 18 of 22


The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc (“American Opportunity Trust”) as of the date hereof.

 

Name:

  

R. Alexander Hammond-Chambers

(Chairman)

Citizenship:

   British

Business Address:

  

29 Rutland Square

Edinburgh EH1 2BW

Scotland

Principal Occupation:

   Non-Executive Director, American Opportunity Trust

Name:

  

Christopher Harwood Bernard Mills

(Executive Director)

Citizenship:

   British

Business Address:

  

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

  

Non-Executive Director, Acquisitor

Non-Executive Director, Acquisitor plc

Executive Director, American Opportunity Trust

Executive Director, NASCIT

Director, J O Hambro Capital Management

Name:

  

John Gildea

(Director)

Citizenship:

   USA

Business Address:

  

Gildea Management Company1

537 Steamboat Road

Greenwich, Connecticut 06830

Principal Occupation:

   Managing Director, Gildea Management Company

  1   Gildea Management Company is principally engaged in the investment management business.

 

Page 19 of 22


Name:

  

The Hon. James J. Nelson

(Director)

Citizenship:

   British

Business Address:

  

Foreign & Colonial Ventures2

4th Floor

Berkeley Square House

Berkeley Square

London W1X 5PA

England

Principal Occupation:

   Director, Foreign & Colonial Ventures

Name:

  

Iain Tulloch

(Director)

Citizenship:

   British

Business Address:

  

Murray Johnstone Ltd.3

7 West Nile Street

Glasgow G2 2PX

Scotland

Principal Occupation:

   Director, Murray Johnstone Ltd.

Name:

  

Philip Ehrman

(Director)

Citizenship:

   British

Business Address:

  

Gartmore Investment Management Ltd.4

Gartmore House

16-18 Monument Street

London EC3R 8AJ

England

Principal Occupation:

   Investment Manager, Gartmore Investment Management Ltd.

  2   Foreign & Colonial Ventures is principally engaged in the investment management business.
  3   Murray Johnstone Ltd. is principally engaged in the investment management business.
  4   Gartmore Investment Management Limited is principally engaged in the investment management business.

 

Page 20 of 22


The following table sets forth certain information concerning each of the directors and executive officers of The Trident North Atlantic Fund (“Trident North Atlantic”) as of the date hereof.

 

Name:

  

Basil Postan

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

   Director, J O Hambro Capital Management
     Partner, RSM Robson Rhodes

Name:

  

Christopher Harwood Bernard Mills

(Director)

Citizenship:

   British

Business Address:

  

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:

  

Executive Director, NASCIT

Executive Director, American Opportunity Trust

Director, J O Hambro Capital Management

Name:

  

David Sargison

(Director)

Citizenship:

   British

Business Address:

  

Caledonian Bank & Trust Limited

Caledonian House

George Town, Grand Cayman

Cayman Islands

Principal Occupation:

   Managing Director, Caledonian Bank & Trust Limited

 

Page 21 of 22


Name:

  

John Gildea

(Director)

Citizenship:

   USA

Business Address:

  

Gildea Management Company

P.O. Box 98

New Canaan, Connecticut 06840

USA

Principal Occupation:

   Managing Director, Gildea Management Company

 

Page 22 of 22