-----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, i1LryiXfdTTO1bazKoCQ/FQPAWpLKUYSP0ivXpzy0l0AkZjMTgtCrzbgXNLP2dEf i82Z3qLFjjAOxCwRBAX7lA== 0000922423-94-000014.txt : 19940505 0000922423-94-000014.hdr.sgml : 19940505 ACCESSION NUMBER: 0000922423-94-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: 2015 IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94526078 BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D FILING (RE-FILING) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WLR Foods, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 929286102 (CUSIP Number) David P. Levin, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, New York 10022 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 22, 1994 (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 this statement: Page 1 of 18 pages Exhibit Index appears on page 14 SCHEDULE 13D CUSIP No. 929286102 Page 2 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN & CO., L.P. 13-3321472 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 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 DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 446,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 446,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,500 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% (See Item 5) 14) TYPE OF REPORTING PERSON PN - 2 - SCHEDULE 13D CUSIP No. 929286102 Page 3 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN FOCUS FUND L.P. 13-3746015 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 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 DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 25,500 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 25,500 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,500 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% (See Item 5) 14) TYPE OF REPORTING PERSON PN - 3 - SCHEDULE 13D CUSIP No. 929286102 Page 4 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN INTERNATIONAL LIMITED 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 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) CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS 7) SOLE VOTING POWER Not Applicable NUMBER `OF 8) SHARED VOTING POWER SHARES 110,300 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 110,300 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,300 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (See Item 5) 14) TYPE OF REPORTING PERSON CO - 4 - SCHEDULE 13D CUSIP No. 929286102 Page 5 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS L.P. 13-3544838 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 472,000 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 472,000 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,000 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% (See Item 5) 14) TYPE OF REPORTING PERSON PN - 5 - SCHEDULE 13D CUSIP No. 929286102 Page 6 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS INC. 13-3537972 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 582,300 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 582,300 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,300 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (See Item 5) 14) TYPE OF REPORTING PERSON CO - 6 - SCHEDULE 13D CUSIP No. 929286102 Page 7 of 18 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MARK DICKSTEIN CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 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 STATES 7) SOLE VOTING POWER 582,300 (See Item 5) NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 582,300 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,300 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (See Item 5) 14) TYPE OF REPORTING PERSON IN - 7 - Schedule 13D Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, no par value (the "Common Stock"), of WLR Foods, Inc., a Virginia corporation (the "Company"). The principal executive offices of the Company are located at Highway 33 West, P.O. Box 228, Hinton, Virginia 22831. Item 2. Identity and Background. (a) - (c) This Statement is being filed by Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"), Dickstein International Limited ("Dickstein International"), Dickstein Partners, L.P. ("Dickstein Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein. Dickstein & Co., Dickstein Focus, Dickstein International, Dickstein Partners, Dickstein Inc. and Mark Dickstein are collectively referred to as the "Reporting Persons." Dickstein & Co. is a Delaware limited partnership engaged in certain investment activities, including, but not limited to, (i) the purchase of marketable and non-marketable securities and other obligations of bankrupt or near bankrupt companies, (ii) risk arbitrage transactions undertaken in connection with, among other things, mergers and acquisitions and (iii) the purchase of securities in entities which appear to be undervalued. Dickstein Focus is a Delaware limited partnership which engages in certain investment activities similar in nature to the activities engaged in by Dickstein & Co. Dickstein International is a limited liability, open end investment fund incorporated as an international business company in the Territory of the British Virgin Islands. Dickstein International engages in certain investment activities similar in nature to the activities engaged in by Dickstein & Co. Dickstein Partners is a Delaware limited partnership and is the general partner of Dickstein & Co. and Dickstein Focus. As such, Dickstein Partners makes all investment and trading decisions for Dickstein & Co. and Dickstein Focus. Dickstein Inc. is a Delaware corporation and is the general partner of Dickstein Partners and the investment advisor to Dickstein International. In its capacity as investment advisor, Dickstein Inc. makes all investment and trading decisions for Dickstein International. Mark Dickstein is the president and sole director of Dickstein Inc. - 8 - The business address and the address of the principal executive office of each of Dickstein & Co., Dickstein Focus, Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New York, New York 10019. The business address and the address of the principal executive office of Dickstein International is 129 Front Street, Hamilton HM 12, Bermuda. The business address of Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New York, New York 10019. The name, business address and present principal occupation or employment of each of the executive officers and directors of Dickstein Inc., including Mark Dickstein, are set forth on Schedule I annexed hereto, which is incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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. (f) Each natural person identified in this Item 2 is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The cost of the shares of Common Stock reported owned by Dickstein & Co., Dickstein Focus and Dickstein International was funded out of each such entity's working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of their business. The total cost of the reported shares by Dickstein & Co., Dickstein Focus and Dickstein International was $13,592,730, $781,951 and $3,356,478, respectively. Item 4. Purpose of Transaction. The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this statement relates for investment. The Reporting Persons may acquire additional shares of Common Stock or other securities of the Company or sell or otherwise dispose of any or all of the shares of Common Stock or other securities of the Company beneficially owned by them. The Reporting Persons may take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. - 9 - Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially owned an aggregate of 582,300 shares of Common Stock, representing approximately 5.3% of the shares of Common Stock. Dickstein & Co. beneficially owns 446,500 of such shares of Common Stock (approximately 4.1% of the shares outstanding); Dickstein Focus beneficially owns 25,500 shares of Common Stock (approximately .2% of the shares outstanding); and Dickstein International beneficially owns 110,300 of such shares of Common Stock (approximately 1.0% of the shares outstanding).* (b) By reason of its position as general partner of Dickstein & Co. and Dickstein Focus, Dickstein Partners may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co. and Dickstein Focus. By reason of its position as general partner of Dickstein Partners and investment advisor to Dickstein International, Dickstein Inc. may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus, and Dickstein International. By reason of his position as president and sole director of Dickstein Inc., Mark Dickstein may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein International. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, (i) Dickstein & Co. disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein Focus and Dickstein International, (ii) Dickstein International disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein & Co. and Dickstein Focus, and (iii) Dickstein Focus disclaims beneficial ownership of all shares of Common Stock beneficially owned by Dickstein & Co. and Dickstein International and (iv) each of Dickstein Partners, Dickstein Inc. and Mark Dickstein disclaims beneficial ownership of the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein International other than those shares in which it has a pecuniary interest. (c) Except for the acquisitions set forth on Schedule II annexed hereto, none of the persons identified in Item 2 has effected any transactions in the Common Stock during the past 60 days. All such acquisitions were effected on the open market. (d) Not applicable. */ Based upon 10,967,193 shares of Common Stock reported outstanding as of 2/1/94 in the Company's Quarterly Report on Form 10-Q/A for the quarter ended January 1, 1994. - 10 - (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended. - 11 - SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 2, 1994 DICKSTEIN & CO., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein & Co., L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN INTERNATIONAL LIMITED By: Alan Cooper, as Vice President of Dickstein Partners Inc., the agent of Dickstein International Limited /s/ Alan Cooper Name: Alan Cooper DICKSTEIN FOCUS FUND L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein Focus Fund L.P. /s/ Alan Cooper Name: Alan Cooper - 12 - DICKSTEIN PARTNERS, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS INC. By: Alan Cooper, as Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Name: Mark Dickstein - 13 - EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 1 Agreement of joint filing pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended 16 - 14 - SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.") The name and present principal occupation or employment of each of the executive officers and directors of Dickstein Inc. is set forth below. The business address of each such person is c/o Dickstein Partners, 9 West 57th St., New York, New York 10019. Name and Positions Held Present Principal Occupation or Employment Mark Dickstein President and Sole Director David Brail Vice President Tod Black Vice President Edward Farr Vice President Mark Kaufman Vice President Arthur Wrubel Vice President Mark Brodsky Vice President Samuel Katz Vice President Alan S. Cooper Vice President and General Counsel President and Sole Director of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President of Dickstein Inc. Vice President and General Counsel of Dickstein Inc. - 15 - TRANSACTIONS IN COMMON SCHEDULE II STOCK OF WLR FOODS, INC. Shares Purchased by Dickstein & Co., L.P. Number of Shares Price per Total Date Purchased share Commission Cost 3/3/94 20,000 30.429 25.00 608,605.00 3/3/94 72,000 30.481 25.00 2,194,649.80 3/14/94 32,800 31.481 25.00 1,032,601.80 4/7/94 3,700 30.563 25.00 113,106.25 4/8/94 6,000 30.438 25.00 182,650.00 4/8/94 3,000 30.500 25.00 91,525.00 4/8/94 41,100 30.500 25.00 1,253,575.00 4/11/94 133,800 30.571 25.00 4,090,478.32 4/12/94 15,300 30.500 25.00 466,675.00 4/21/94 12,000 31.250 25.00 375,025.00 4/22/94 20,100 31.250 25.00 628,150.00 4/28/94 11,500 31,250 25.00 359,400.00 Shares Purchased by Dickstein International Limited Number of Shares Price per Total Date Purchased share Commission Cost 3/3/94 5,000 30.4290 25.00 152,170.00 3/3/94 18,000 30.4809 25.00 548,681.20 3/14/94 8,200 31.4810 25.00 258,169.20 4/7/94 1,000 30.5625 25.00 30,587.50 4/8/94 11,600 30.4375 25.00 353,100.00 4/11/94 33,300 30.5714 25.00 1,018,052.62 4/12/94 3,800 30.5000 25.00 115,925.00 4/21/94 3,000 31.2500 25.00 93,775.00 4/22/94 4,800 31.2500 25.00 150,025.00 4/28/94 2,800 31.2500 25.00 87,525.00 Shares Purchased by Dickstein Focus Fund L.P. Number of Shares Price per Total Date Purchased share Commission Cost 3/3/94 10,000 30.4809 25.00 304,834.00 3/14/94 2,500 31.4810 25.00 78,727.50 4/8/94 2,400 30.4375 25.00 73,075.00 4/11/94 7,900 30.5714 25.00 241,514.06 4/12/94 900 30.5000 25.00 27,475.00 4/22/94 1,100 31.2500 25.00 34,400.00 4/28/94 700 31.2500 25.00 21,900.00 - 16 - EXHIBIT 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 2, 1994. DICKSTEIN & CO., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein & Co., L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN INTERNATIONAL LIMITED By: Alan Cooper, as Vice President of Dickstein Partners Inc., the agent of Dickstein International Limited /s/ Alan Cooper Name: Alan Cooper - 17 - DICKSTEIN FOCUS FUND L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein Focus Fund L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the General Partner of Dickstein Partners, L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS INC. By: Alan Cooper, Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Name: Mark Dickstein - 18 - -----END PRIVACY-ENHANCED MESSAGE-----