-----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, TSkkq8StRQvf4kBxaOiZgJp1yXDuwkpyesnoTopw91eKs947TH2oQLzXPiKXctDN oKVTn4Ys5Z+e1qZmrC9LYQ== 0000950162-06-000209.txt : 20060214 0000950162-06-000209.hdr.sgml : 20060214 20060214162045 ACCESSION NUMBER: 0000950162-06-000209 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: ANDREW R. HEYER GROUP MEMBERS: CARAVELLE INVESTMENT FUND, L.L.C. GROUP MEMBERS: CIBC CAPITAL CORPORATION GROUP MEMBERS: CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTN GROUP MEMBERS: DEAN C. KEHLER GROUP MEMBERS: JAY R. BLOOM GROUP MEMBERS: TRIMARAN ADVISORS, L.L.C. GROUP MEMBERS: TRIMARAN CAPITAL, L.L.C. GROUP MEMBERS: TRIMARAN FUND II, L.L.C. GROUP MEMBERS: TRIMARAN PARALLEL FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 06615511 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trimaran Investments II, L.L.C. CENTRAL INDEX KEY: 0001322393 IRS NUMBER: 522189503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 accuride_trimaran13g.htm ACCURIDE/TRIMARAN SCHEDULE 13G - 02/14/06 Accuride/Trimaran Schedule 13G - 02/14/06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

Accuride Corporation
(Name of Issuer)


Common Stock, $0.01 par value
(Title of Class of Securities)


004398 103
(CUSIP Number)


February 14, 2006
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
 
    o  Rule 13d-1(b)
    o  Rule 13d-1(c)
    x  Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).


-2-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Investments II, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
3,533,356
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
3,533,356
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,533,356
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
10.5%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-3-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Fund II, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
1,241,021
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
1,241,021
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,241,021
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
3.7%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-4-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Capital, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
80,134
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
80,134
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
80,134
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.2%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-5-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Parallel Fund II, L.P.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
522,502
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
522,502
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
522,502
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
1.5%
12.
Type of Reporting Person (See Instructions)
 
PN

-6-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIBC Employee Private Equity Fund (Trimaran) Partners
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
808,090
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
808,090
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
808,090
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
2.4%
12.
Type of Reporting Person (See Instructions)
 
PN

-7-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIBC Capital Corporation
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
881,609
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
881,609
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
881,609
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
2.6%
12.
Type of Reporting Person (See Instructions)
 
CO

-8-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Advisors, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
363,992
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
363,992
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
363,992
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
1.1%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-9-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Caravelle Investment Fund, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
363,992
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
363,992
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
363,992
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
1.1%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-10-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Jay R. Bloom
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
3,897,348
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
3,897,348
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,897,348
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
11.5%
12.
Type of Reporting Person (See Instructions)
 
IN

-11-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Andrew R. Heyer
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
3,897,348
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
3,897,348
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,897,348
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
11.5%
12.
Type of Reporting Person (See Instructions)
 
IN

-12-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Dean C. Kehler
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                           (a)  o
                                                      (b)  x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
3,897,348
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
3,897,348
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,897,348
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                            o
 
11.
Percent of Class Represented by Amount in Row (9)
 
11.5%
12.
Type of Reporting Person (See Instructions)
 
IN

-13-



Item 1(a).
Name of Issuer:
Accuride Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
7140 Office Circle
Evansville, Indiana 47715
 
Item 2(a).
Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
 
(i) Trimaran Investments II, L.L.C. (“Trimaran II”).
(ii) Trimaran Fund II, L.L.C. (“TF II”).
(iii) Trimaran Capital, L.L.C. (“TC”).
(iv) Trimaran Parallel Fund II, L.P. (“TPF II”).
(v) CIBC Employee Private Equity Fund (Trimaran) Partners (“CIBC EPEF”).
(vi) CIBC Capital Corporation (“CIBC”).
(vii) Caravelle Investment Fund, L.L.C. (“Caravelle”).
(viii) Trimaran Advisors, L.L.C. (“TA”).
(ix) Jay R. Bloom (“Bloom”).
(x) Andrew R. Heyer (“Heyer”).
(xi) Dean C. Kehler (“Kehler”).
 
Item 2(b).
Address of Principal Business Office:
 
The principal business address of each of the Reporting Persons is c/o Trimaran Capital Partners, 622 Third Avenue, 35th Floor, New York, NY 10017.
 
Item 2(c).
Citizenship:
 
(i)Trimaran II is a Delaware limited liability company.
(ii) TF II is a Delaware limited liability company.
(iii) TC is a Delaware limited liability company.
(iv)TPF II is a Delaware limited partnership.
(v)CIBC EPEF is a Delaware limited partnership.
(vi) CIBC is a Delaware corporation.
(vii) Caravelle is a Delaware limited liability company.
(viii)TA is a Delaware limited liability company.
(ix)Bloom is a United States citizen.
(x)Heyer is a United States citizen.
(xi)Kehler is a United States citizen.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.01 par value (the “Shares”)
 
 
-14-
 
 
Item 2(e).
CUSIP Number:
 
004398 103
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:
 
This Item 3 is not applicable
 
Item 4. Ownership:

 
Trimaran II

(a)
Amount beneficially owned:
3,533,356
     
(b)
Percent of class:
10.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
3,533,356
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
3,533,356
       
 
 
-15-

 
TF II

(a)
Amount beneficially owned:
1,241,021
     
(b)
Percent of class:
3.7%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
1,241,021
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
1,241,021

TC

(a)
Amount beneficially owned:
80,134
     
(b)
Percent of class:
0.2%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
80,134
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
80,134

TPF II

(a)
Amount beneficially owned:
522,502
     
(b)
Percent of class:
1.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
522,502
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
522,502
 
 
-16-

 
CIBC EPEF

(a)
Amount beneficially owned:
808,090
     
(b)
Percent of class:
2.4%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
808,090
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
808,090

CIBC

(a)
Amount beneficially owned:
881,609
     
(b)
Percent of class:
2.6
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
881,609
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
881,609
       
 
 
-17-
 
Caravelle

(a)
Amount beneficially owned:
363,992
     
(b)
Percent of class:
1.1%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
363,992
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
363,992

TA

(a)
Amount beneficially owned:
363,992
     
(b)
Percent of class:
1.1%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
363,992
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
363,992

Bloom

(a)
Amount beneficially owned:
3,897,348
     
(b)
Percent of class:
11.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
3,897,348
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
3,897,348
 
 
-18-

 
Heyer

(a)
Amount beneficially owned:
3,897,348
     
(b)
Percent of class:
11.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
3,897,348
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
3,897,348

Kehler

(a)
Amount beneficially owned:
3,897,348
     
(b)
Percent of class:
11.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
3,897,348
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
3,897,348
 
 
Item 5. Ownership of Five Percent or Less of a Class:
 
Not Applicable
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
 
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not Applicable
 
Item 8. Identification and Classification of Members of the Group:
 
Not Applicable
 
 
-19-
 
Item 9. Notice of Dissolution of Group:
 
Not Applicable
 
Item 10. Certification:
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 


-20-

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: February 14, 2006
TRIMARAN INVESTMENTS II, L.L.C.
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN FUND II, L.L.C.
 
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN CAPITAL, L.L.C.
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN PARALLEL FUND II, L.P.
 
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
 
-21-
 
Dated: February 14, 2006
CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
CIBC CAPITAL CORPORATION
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN ADVISORS, L.L.C.
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
 
Dated: February 14, 2006
CARAVELLE INVESTMENTS FUND, L.L.C.
 
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
JAY R. BLOOM
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
 
 
-22-

 
Dated: February 14, 2006
ANDREW R. HEYER
 
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 
Dated: February 14, 2006
DEAN C. KEHLER
 
 
 
By:  /s/ John Papachristos
Name:   John Papachristos
Title:    Attorney-in-Fact
 -----END PRIVACY-ENHANCED MESSAGE-----