* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On October 19, 2006, the Reporting Person, Wattenberg Acquisition Corporation, a wholly owned subsidiary of the Reporting Person ("Sub"), and the Issuer entered into a Tender Offer Agreement pursuant to which Sub will offer to acquire all of the issued and outstanding common stock of the Issuer for $1.91 per share in cash. In connection with the Tender Offer Agreement, certain stockholders of the Issuer (the "Principal Stockholders"), entered into a Stockholder Tender Agreement with the Reporting Person whereby the Principal Stockholders agreed to, among other things, tender all of the issued and outstanding shares of common stock beneficially owned by such Principal Stockholders to the Sub in the tender offer. In addition, the Stockholder Tender Agreement provides that the Reporting Person shall have an option to purchase the common stock owned by the Principal Stockholders for $1.91 per share in cash in certain circumstances if the tender offer is not completed. Cont. to footnote 2. |
(2) |
As of October 19, 2006, the Principal Stockholders were the owners of record of a total of 7,801,939 shares of the Issuer's common stock. The shares of common stock to which this report relates have not, as of the date of this report, been purchased or acquired by the Reporting Person. |
(3) |
As a result of the terms of the Stockholder Tender Agreement described above, both the Reporting Person and Sub may be deemed to have beneficial ownership of the shares of common stock of the Issuer held of record by the Principal Stockholders. As a result of the terms of the Stockholder Tender Agreement described above, both the Reporting Person and Sub may be deemed to have beneficial ownership of the shares of common stock of the Issuer held of record by the Principal Stockholders. |