0000909012-15-000141.txt : 20150224 0000909012-15-000141.hdr.sgml : 20150224 20150224083004 ACCESSION NUMBER: 0000909012-15-000141 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150224 DATE AS OF CHANGE: 20150224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PICO HOLDINGS INC /NEW CENTRAL INDEX KEY: 0000830122 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942723335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45887 FILM NUMBER: 15641880 BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVENUE STREET 2: STE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6194566022 MAIL ADDRESS: STREET 1: 7979 IVANHOE AVENUE STREET 2: STE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: CITATION INSURANCE GROUP DATE OF NAME CHANGE: 19940527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: River Road Asset Management, LLC CENTRAL INDEX KEY: 0001341401 IRS NUMBER: 432076925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5023714100 MAIL ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40202 SC 13D 1 t307631.txt PICO =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __) PICO Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 693366205 (CUSIP Number) Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer 462 South Fourth Street, Suite 1600 Louisville, KY 40202 (502) 371-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 23, 2015 (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 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 [X] (Continued on following pages) (Page 1 of 10 Pages) =========================================================================== --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS RIVER ROAD ASSET MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS OO --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------- ------ ------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,380,027 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,715,674 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,715,674 --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA --------- ---------------------------------------------------------------------- (Page 2 of 10 Pages) ITEM 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, par value $0.001 per share (the "Stock"), of PICO Holdings, Inc. (the "Issuer"). The principle executive office of the Issuer is located at the following address: PICO HOLDINGS, INC. 7979 IVANHOE AVENUE, SUITE 300 LA JOLLA, CALIFORNIA 92037 ITEM 2. IDENTITY AND BACKGROUND The information regarding the persons filing this statement is as follows: (a) The name of the persons filing are: RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM") (THE "FILER"). (b) The business address of the Filer is as follows: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202 (c) Present principal occupation or employment of the Filer and the name, principal business and address of any corporation or other in which such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE COMMISSION REGISTERED INVESTMENT ADVISOR. THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY REFERENCE. (d) During the last five years, none of the Filer, or the persons listed in Annex A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filer, or the persons listed in Annex A, were 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) Citizenship: RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE. THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER WHO IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS INCORPORATED HEREIN BY REFERENCE. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used in purchasing the Stock of the Issuer is RRAM client funds for which RRAM acts as investment advisor pursuant to an investment advisory agreement between each RRAM client and RRAM. The amount of funds used in purchasing the Stock of the Issuer is $33,860,035.19. (Page 3 of 10 Pages) ITEM 4. PURPOSE OF TRANSACTION The Stock was acquired for investment purposes in the ordinary course of business. As such, the Filer may purchase, hold, vote, trade, dispose, sell or otherwise deal the Stock for the benefit of their clients depending on changes in the per share price of the Stock, or related to changes in the Issuer's operations, management structure, business strategy, future acquisitions, growth prospects, liquidity, capital allocation, including use of leverage, or from the sale or merger of the Issuer. The Filer may discuss such matters, and specifically may discuss board of director nominees and may suggest potential board of director nominees, with the Issuer's management or directors, other shareholders, existing or potential strategic partners or competitors, investment and finance professionals, and other investors. Such analysis and discussions may result in the Filer materially modifying their ownership of the Stock. The Filer may also exchange information with the Issuer pursuant to confidentiality or similar agreements, propose changes in its operations, governance, capitalization, or propose one or more of the actions described in sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance shareholder value. The Filer does not intend to seek control of the Issuer or participate in the day-to-day management of the Issuer. Certain officers of RRAM sent a letter on February 23, 2015 to Issuer's Board of Directors suggesting that management explore the sale of non-core assets and conduct a strategic review of its core business. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on 23,004,618 shares of Common Stock of the Issuer outstanding as of December 22, 2014, the Filer, or the persons listed in Annex A, may be deemed to beneficially own 1,715,674, or 7.5%, of the Issuer's outstanding shares of Common Stock. (b) The Filer, or the persons listed in Annex A, have the sole power to vote or direct the vote of 1,380,027 shares of the Stock and to dispose or direct the disposition of 1,715,674 shares of the Stock that the Filers may be deemed to beneficially own. (c) The Filer effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filer during the sixty days prior to and including February 23, 2015 (date range: December 26, 2014 through February 23, 2015): (1) NAME (2) DATE (3) NUMBER (4) PRICE (5) HOW WHERE TRANSACTED OF SHARES PER SHARE TRANSACTED - OF COMMON OF COMMON SELL OR BUY STOCK STOCK RRAM 12/26/2014 10,236 18.94 Buy RRAM Principal Place of Business RRAM 12/29/2014 3,000 19.06 Buy RRAM Principal Place of Business RRAM 12/29/2014 3,000 19.06 Buy RRAM Principal Place of Business RRAM 12/29/2014 200 18.98 Buy RRAM Principal Place of Business RRAM 12/29/2014 500 19.06 Buy RRAM Principal Place of Business RRAM 1/5/2015 130 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 80 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 230 18.32 Sell RRAM Principal Place of Business (Page 4 of 10 Pages) RRAM 1/5/2015 210 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 150 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 90 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 100 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 90 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 30 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 180 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 80 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 180 18.32 Sell RRAM Principal Place of Business RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business RRAM 1/7/2015 350 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 160 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 10 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 50 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 40 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 20 17.64 Sell RRAM Principal Place of Business RRAM 1/7/2015 10 17.64 Sell RRAM Principal Place of Business RRAM 1/22/2015 420 16.18 Sell RRAM Principal Place of Business RRAM 1/22/2015 680 16.18 Sell RRAM Principal Place of Business RRAM 1/22/2015 900 16.18 Sell RRAM Principal Place of Business RRAM 1/26/2015 1,190 16.15 Sell RRAM Principal Place of Business RRAM 1/26/2015 300 16.15 Sell RRAM Principal Place of Business RRAM 1/26/2015 510 16.15 Sell RRAM Principal Place of Business RRAM 1/29/2015 1,240 15.98 Sell RRAM Principal Place of Business RRAM 1/29/2015 760 15.98 Sell RRAM Principal Place of Business RRAM 2/6/2015 240 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 800 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 790 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 1,110 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 2,060 16.24 Sell RRAM Principal Place of Business RRAM 2/11/2015 3,000 15.91 Buy RRAM Principal Place of Business RRAM 2/11/2015 4,000 15.91 Buy RRAM Principal Place of Business RRAM 2/11/2015 400 15.91 Buy RRAM Principal Place of Business RRAM 2/12/2015 10,528 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 4,826 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,389 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 668 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 252 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 319 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,345 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 196 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,235 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 753 16.18 Buy RRAM Principal Place of Business (Page 5 of 10 Pages) RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 692 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 401 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 444 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 8,563 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 66 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 7,302 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,120 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 10,065 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,374 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 162 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,214 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,164 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 244 16.18 Buy RRAM Principal Place of Business RRAM 2/13/2015 2,251 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,032 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 725 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 142 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 54 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 68 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 287 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 42 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 692 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 161 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 147 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 85 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 95 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,831 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 14 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,561 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 667 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 2,152 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 294 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 34 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 259 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 248 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 52 16.39 Buy RRAM Principal Place of Business RRAM 2/17/2015 2,291 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,051 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 738 16.56 Buy RRAM Principal Place of Business (Page 6 of 10 Pages) RRAM 2/17/2015 145 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 55 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 69 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 293 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 42 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 704 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 164 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 150 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 87 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 96 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,864 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 14 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,589 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 679 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 2,190 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 299 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 35 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 265 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 254 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 53 16.56 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,903 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 873 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 613 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 120 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 45 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 57 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 243 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 35 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 585 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 137 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 126 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 72 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 80 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,548 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 12 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,320 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 564 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,820 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 249 16.68 Buy RRAM Principal Place of Business (Page 7 of 10 Pages) RRAM 2/18/2015 29 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 220 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 211 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 44 16.68 Buy RRAM Principal Place of Business RRAM 2/19/2015 2,446 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,121 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 787 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 156 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 58 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 74 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 313 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 46 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 752 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 175 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 161 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 93 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 103 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,989 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 15 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,696 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 725 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 2,338 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 319 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 37 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 282 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 271 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 57 16.67 Buy RRAM Principal Place of Business
The transactions noted above were purchases or sales of shares effected in the open market and the table includes commissions paid in per share prices. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER RRAM is the investment adviser to accounts of RRAM clients pursuant to investment advisory agreements between RRAM clients and RRAM. Each investment advisory agreement provides RRAM with the authority, among other things, to invest account funds in the Stock, to dispose of the Stock, and to file this statement on behalf of the account. Some, but not all, investment advisory agreements provide RRAM with the authority to vote for the Stock. The number of shares of Stock for which RRAM has sole voting power is reflected on RRAM's cover page. (Page 8 of 10 Pages) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS ANNEX A - The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers. 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. February 23, 2015 RIVER ROAD ASSET MANAGEMENT, LLC, a Delaware limited liability company /s/ Thomas D. Mueller ------------------------ By: Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer (Page 9 of 10 Pages) Annex A The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filer are set forth in Exhibit A hereto, which is incorporated herein by reference. RIVER ROAD ASSET MANAGEMENT, LLC NAME BUSINESS ADDRESS BUSINESS ACTIVITY PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT Shircliff, James C. 462 S. 4th Street Chief Investment Chief Investment Officer United States Officer Suite 1600 Louisville, KY 40202 Beck, R. Andrew 462 S. 4th Street President & CEO President & CEO United States Suite 1600 Louisville, KY 40202 Sanders III, Henry 462 S. 4th Street Executive Vice Executive Vice President United States W. President Suite 1600 Louisville, KY 40202 Forsha, Thomas S. 462 S. 4th Street Co-Chief Investment Co-Chief Investment United States Officer Officer Suite 1600 Louisville, KY 40202 Deuser, Greg E. 462 S. 4th Street Chief Risk Officer Chief Risk Officer United States Suite 1600 Louisville, KY 40202 Mueller, Thomas D. 462 S. 4th Street Chief Operating Chief Operating Officer United States Officer and Chief and Chief Compliance Compliance Officer Officer Suite 1600 Louisville, KY 40202
(Page 10 of 10 Pages)