-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmUZ3PE4z5IhXPchftNZfk2+v7eJtn9DBMFTaPoMLzVrl7gM7W8zPqkJ0Iwnjl1k kdk6jHPtThV9Xd6yxsSqKg== 0000897069-08-000915.txt : 20080516 0000897069-08-000915.hdr.sgml : 20080516 20080516095246 ACCESSION NUMBER: 0000897069-08-000915 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080514 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenthal Bennett CENTRAL INDEX KEY: 0001304465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10670 FILM NUMBER: 08840493 BUSINESS ADDRESS: BUSINESS PHONE: 310-288-1784 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS, SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 4 1 cmw3558_ex.xml X0202 4 2008-05-14 0 0000722723 HANGER ORTHOPEDIC GROUP INC HGR 0001304465 Rosenthal Bennett C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 LOS ANGELES CA 90067 1 0 0 0 Common Stock 2008-05-14 4 A 0 8500 0 A 21250 D Consists of shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan (the "Plan"), which vest to the extent of one-third on May 14, 2009 and cumulatively vest to the extent of one-third each year thereafter, subject to certain provisions of the Plan. These securities are held by Mr. Rosenthal for the benefit of Ares Management LLC ("Ares") and certain funds managed by or affiliated with Ares (together with Ares, the "Ares Entities"). Mr. Rosenthal is associated with Ares and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, Mr. Rosenthal must hold these securities as a nominee for the sole benefit of the Ares Entities and has assigned to Ares all economic, pecuniary and voting rights in respect of these securities. Mr. Rosenthal disclaims beneficial ownership of these securities and the filing of this Form 4 shall not be deemed an admission that Mr. Rosenthal is the beneficial owner of, or has any interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. Amounts reported in this Form 4 do not include any securities of the Issuer held by the Ares Entities. Mr. Rosenthal disclaims beneficial ownership of all securities of the Issuer directly and indirectly held by the Ares Entities, except to the extent of any pecuniary interest therein. /s/ Teri L. Champ, attorney-in-fact 2008-05-16 EX-24 2 cmw3558a.htm POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below hereby constitutes and appoints Jay W. Freedman, Arthur H. Bill, Thomas L. James, Christian P. Fonss, Timothy C. Maples, Teri L. Champ, Mariel I. Estigarribia and Matthew B. Bronson, or any one of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, to sign any report on Form 3, Form 4 or Form 5, in any such case with respect to his or her beneficial ownership of shares of Hanger Orthopedic Group, Inc., common stock, $.01 par value per share (“Common Stock”), and to file the same with the Securities and Exchange Commission and any exchange or similar system for trading on which the Common Stock is or hereafter becomes listed or qualified for trading or quoting.

Dated: May 8, 2008

/s/ Bennett Rosenthal
(Signature)

Bennett Rosenthal
(Printed Name)

Director
(Title)

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