Number of Shares | ||||||||||||||||
Of Class A Common | ||||||||||||||||
Stock | Number of Shares | Number of Shares of Class A Common | ||||||||||||||
Beneficially | of Class A Common | Stock to be Beneficially Owned | ||||||||||||||
Owned as of | Stock | After Offering (1) | ||||||||||||||
Name of Selling Stockholder | 3/3/09 | Being Offered | Number | Percentage (2) | ||||||||||||
Steelhead Investments Ltd. (3) |
476,817 | 476,817 | 0 | * | ||||||||||||
Rockmore Investment Master
Fund Ltd. (4) |
47,351 | 47,351 | 0 | * |
* | Less than 1%. |
|
(1) | We do not know when or in what amounts a selling stockholder may offer shares for sale.
The selling stockholders may not sell any or all of the shares offered by the prospectus or
this prospectus supplement. Because the selling stockholders may offer all or some of the
shares pursuant to this offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the shares, we cannot estimate the number
of the shares that will be held by the selling stockholders after completion of the offering.
However, for purposes of this table, we have assumed that, after completion of the offering,
none of the shares covered by the prospectus or this prospectus supplement will be held by the
selling stockholders. |
|
(2) | For each selling stockholder, this number represents the percentage of Class A common
stock to be owned by such selling stockholder after completion of the offering, based on the
number of shares of Class A common stock outstanding as of March 3, 2009 (45,646,015 shares). |
|
(3) | HBK Investments L.P., a Delaware limited partnership, has shared voting and dispositive
power over the securities pursuant to an Investment Management Agreement between HBK
Investments L.P. and Steelhead Investments Ltd. HBK Investments L.P. has delegated discretion to vote and dispose of the securities to HBK Services
LLC. The following individuals may be deemed to have control over HBK Investments L.P.: Jamiel
A. Akhtar, Richard L. Booth, David C. Haley, Laurence H. Lebowitz, and William E. Rose. |
(4) | Rockmore Capital, LLC (Rockmore Capital) and Rockmore Partners, LLC (Rockmore Partners),
each a limited liability company formed under the laws of the state of Delaware, serve as the
investment management and general partner, respectively, to Rockmore Investments (US) LP, a
Delaware limited partnership, which invests all of its assets through Rockmore Investment
Master Fund Ltd., an exempted company formed under the laws of Bermuda (Rockmore Master
Fund). By reason of such relationships, Rockmore Capital and Rockmore Partners may be deemed
to share dispositive power over the shares of our common stock owned by Rockmore Master Fund.
Rockmore Capital and Rockmore Partners disclaim beneficial ownership of such shares of our
common stock. Rockmore Partners has delegated authority to Rockmore Capital regarding the
portfolio management decisions with respect to the shares of common stock owned by Rockmore
Master Fund and, as of August 15, 2008, Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers
of Rockmore Capital, are responsible for the portfolio management decisions of the shares of
common stock owned by Rockmore Master Fund. By reason of such authority, Messrs. Berstein and
Daly may be deemed to share dispositive power over the shares of our common stock owned by
Rockmore Master Fund. Messrs. Bernstein and Daly may be deemed to share dispositive power over
the shares of our common stock owned by Rockmore Master Fund. Messrs. Berstein and Daly
disclaim beneficial ownership of such shares of our common stock and neither of such persons
has any legal right to maintain such authority. No other person has sole or shared voting or
dispositive power with respect to the shares of our common stock as those terms are used for
purposes under Regulation 13D-G of the Securities Exchange Act of 1934, as amended. No person
or group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as
amended, or the SECs Regulation 13D-G) controls Rockmore Master Fund. |