UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Angelica Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
034663104
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(CUSIP Number)
Thomas R. Hudson Jr.
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 2007
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(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 |_|.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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* 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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PIRATE CAPITAL LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 935,147
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
935,147
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS R. HUDSON JR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
-0-
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 935,147
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
935,147
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 4 OF 5 PAGES
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The Schedule 13D filed on January 5, 2005 by Pirate Capital LLC, a Delaware
limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr.
(together, the "Reporting Persons"), relating to the shares of common stock,
$1.00 par value ("Shares"), of Angelica Corporation (the "Issuer"), as amended
by Amendment No. 1 on March 17, 2005, Amendment No. 2 on July 5, 2005, Amendment
No. 3 on September 22, 2005, Amendment No. 4 on February 15, 2006, Amendment No.
5 on April 4, 2006, Amendment No. 6 on May 17, 2006, Amendment No. 7 on
September 5, 2006, Amendment No. 8 on May 25, 2007, Amendment No. 9 on July 2,
2007, Amendment No. 10 on July 9, 2007, Amendment No. 11 on July 12, 2007, and
Amendment No. 12 on July 18, 2007, is hereby amended by this Amendment No. 13 to
the Schedule 13D. The principal executive office of the Issuer is located at 424
S Woods Mill Road, Chesterfield, MO 63017.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On August 30, 2007, Jolly Roger Fund LP (the "Fund") notified the Issuer of its
intent to nominate Thomas R. Hudson Jr. and Christopher Kelly to the Board of
Directors of the Issuer at the Issuer's 2007 annual meeting of shareholders. A
copy of such notice is attached hereto as Exhibit 9 and incorporated herein by
reference. The Reporting Persons intend to solicit proxies on behalf of the
Fund's nominations.
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 5 OF 5 PAGES
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Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit 1 - Joint Filing Agreement (previously filed)
Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006
(previously filed)
Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007 (previously
filed)
Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007
(previously filed)
Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007 (previously
filed)
Exhibit 6 - Letter to the Board of Directors, dated July 9, 2007 (previously
filed)
Exhibit 7- Letter to the Board of Directors, dated July 12, 2007 (previously
filed)
Exhibit 8- Letter to the Board of Directors, dated July 18, 2007 (previously
filed)
Exhibit 9 - Nominations Notification Letter, dated August 30, 2007
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 30, 2007
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
---------------------------
Name: Thomas R. Hudson Jr.
Title: Manager
/s/ Thomas R. Hudson Jr.
-------------------------------
Thomas R. Hudson Jr.
EXHIBIT INDEX
Exhibit 1 - Joint Filing Agreement (previously filed)
Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006
(previously filed)
Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007 (previously
filed)
Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007
(previously filed)
Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007 (previously
filed)
Exhibit 6 - Letter to the Board of Directors, dated July 9, 2007 (previously
filed)
Exhibit 7- Letter to the Board of Directors, dated July 12, 2007 (previously
filed) Exhibit 8- Letter to the Board of Directors, dated July 18, 2007
(previously filed)
Exhibit 9 - Nominations Notification Letter, dated August 30, 2007
Exhibit 9
JOLLY ROGER FUND LP
200 Connecticut Avenue
4th Floor
Norwalk, CT 06854
August 30, 2007
VIA HAND DELIVERY & FACSIMILE (314-854-3949)
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Steven L. Frey, Corporate Secretary
Corporate Governance & Nominating Committee
RE: Shareholder Notice of Intent to Nominate Thomas R. Hudson Jr. and
Christopher Kelly for Election as Directors
Ladies and Gentlemen:
In accordance with Section 2.13 of the Bylaws (the "Bylaws") of Angelica
Corporation (the "Company") and the proxy statement of the Company released to
shareholders on or about October 6, 2006, Jolly Roger Fund LP, a Delaware
limited partnership (the "Fund"), hereby submits this written notice (this
"Notice") to the Company c/o the Corporate Secretary and the Corporate
Governance and Nominating Committee of its nomination of Thomas R. Hudson Jr.
and Christopher Kelly to the Board of Directors of the Company for election at
the Company's 2007 annual meeting of shareholders (including any adjournments or
postponements thereof or any special meeting that may be called in lieu thereof)
(the "Annual Meeting"). Enclosed with this letter are the following exhibits:
(i) Exhibit A, Documentary Support for Ownership; (ii) Exhibit B, Consents of
the Nominees; (iii) Exhibit C, biographies of Mr. Hudson and Mr. Kelly; and (iv)
Exhibit D, a list of the securities transactions of the members of the Pirate
Capital Group (as defined below) for the last two years.
1. Name and Address; Class and Number of Shares of Stock Owned
The name and address of the Fund as we believe it to appear in the
Company's stock transfer books is Jolly Roger Fund LP, 200 Connecticut Avenue,
4th Floor, Norwalk, Connecticut 06854. The Fund is the record and beneficial
owner of 100 shares of common stock, $1 par value per share ("Common Stock"), of
the Company and the beneficial owner of an additional 148,090 shares of Common
Stock (such 148,190 shares representing approximately 1.55% of the outstanding
shares of Common Stock). Pirate Capital LLC ("Pirate Capital"), whose principal
business is providing investment management services, is the general partner of
the Fund. The undersigned, Thomas R. Hudson Jr., is the Manager of Pirate
Capital. Pirate Capital is also the investment adviser to Jolly Roger Offshore
Fund LTD, an investment fund (collectively with the Fund, the "Funds"), which is
the beneficial owner of 786,957 shares of Common Stock (approximately 8.21% of
the outstanding shares). Mr. Hudson is also a director of Jolly Roger Offshore
Fund LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate Capital, may
be deemed to be the beneficial owners of the 935,147 shares of Common Stock
(approximately 9.75% of the outstanding shares) that are directly owned by the
Funds. In addition to the Fund's record and beneficial ownership of shares of
Common Stock sufficient to satisfy the requirements of Rule 14a-8(b)(2),
additional documentary support for the Fund's claim of beneficial ownership is
set forth in Exhibit A attached hereto.
2. Representation
The Fund is a holder of record of capital stock of the Company entitled to
vote at the Annual Meeting and a representative of the Fund intends to appear in
person or by proxy at the Annual Meeting to nominate Mr. Hudson and Mr. Kelly.
The undersigned represents that the Fund intends to deliver a proxy statement or
form of proxy to the holders of at least the percentage of the Company's
outstanding capital stock required to elect Mr. Hudson and Mr. Kelly or
otherwise to solicit proxies from shareholders in support of the nominations.
3. Nominations
The Fund hereby gives notice of its intent to nominate Mr. Hudson and Mr.
Kelly for election to the Board of Directors at the Annual Meeting.
The Fund reserves the right to nominate additional nominees for any
reason, including if the Company, by the appropriate corporate action, has
increased or increases the number of directors to be elected at the Annual
Meeting or if the composition of the Board of Directors has changed prior to the
Annual Meeting. The Company is cautioned not to take any action that would
adversely impact the Company's shareholders' right to support the Fund's
nominations, including by appointing any new directors.
4. Interests Which the Fund May Have In Such Business
The Fund has no interest in the nominations to be brought before the
Annual Meeting other than the interest that it shares in common with all other
owners of Common Stock, namely, its participation through its shares of Common
Stock in the creation of shareholder value.
5. Consent of Nominees
Each of Mr. Hudson and Mr. Kelly has executed a consent indicating his
agreement to be nominated for election as a director of the Company to serve as
a director of the Company if elected at the Annual Meeting and to be named in
the proxy statement for the Annual Meeting. A copy of each of the consents
respectively executed by Mr. Hudson and Mr. Kelly are attached as Exhibit B to
this Notice.
6. Description of Arrangements or Understandings between Shareholders and
Nominees
Neither Mr. Hudson nor Mr. Kelly will receive any compensation from Pirate
Capital or the Funds for his service as a director of the Company if elected. If
elected, Mr. Hudson and Mr. Kelly will each be entitled to such compensation
from the Company as is provided to other non-employee directors, which
compensation is expected to be described in the Company's proxy statement
furnished to shareholders in connection with the Annual Meeting.
7. Other Information Regarding Nominees Required by Proxy Rules
Certain additional information regarding Mr. Hudson and Mr. Kelly is set
forth in Exhibit C to this Notice.
Exhibit D sets forth for each of the Funds, Mr. Hudson and Mr. Kelly their
purchases and sales of Common Stock within the previous two years, the dates of
the transactions and the amounts purchased or sold.
Except as disclosed herein or in any of the exhibits attached hereto, none
of the Funds, Pirate Capital, Mr. Hudson or Mr. Kelly: (i) owns any securities
of the Company of record but not beneficially; (ii) owns, nor do any of their
associates own, beneficially any securities of the Company; (iii) owns any
securities of any parent or subsidiary of the Company; (iv) has, nor do any of
their associates have, any arrangement or understanding with any person with
respect to any future employment by the Company or its affiliates; (v) has, nor
do any of their associates have, any arrangement or understanding with any
person with respect to any future transactions to which the Company or any of
its affiliates will or may be a party; (vi) has, had or will have, nor do any of
their associates have or will have, a direct or indirect material interest in
any transaction, arrangement or relationship, or series of similar transactions,
arrangements or relationships since the beginning of the Company's last fiscal
year, or any currently proposed transaction, or series of similar transactions,
arrangements or relationships to which the Company or any of its subsidiaries
is, was or is to be a party, in which the amount involved exceeds $120,000 (the
representation in this subclause (vi) shall include any "related person" of Mr.
Hudson or Mr. Kelly as defined in Instruction 1 to Item 404(a) of Regulation S-K
under the Securities Act of 1933, as amended ("Regulation S-K")); (vii) has any
substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon at the Annual Meeting proposed in this Notice aside
from their respective interests as shareholders of the Company; (viii) has
borrowed any funds for the purpose of acquiring or holding any securities of the
Company (except for margin borrowings for that purpose); (ix) is presently, or
has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; (x) has, during the past ten
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); (xi) has pledged or otherwise deposited as collateral any
securities of the Company (except for pledges of securities in connection with
margin borrowings) or caused or agreed to permit such securities to be subject
to any voting trust or other similar agreement or of any contract providing for
the sale or other disposition of such securities; (xii) is aware of any
arrangement (including any pledge, voting trust, or contract for sale) which may
at a subsequent date result in a change in control of the Company; (xiii) is
aware of any arrangement, or has reason to believe that any arrangement exists,
under which 5% or more of any class of the Company's voting securities is held
or is to be held subject to any voting agreement, voting trust or other similar
agreement; (xiv) is aware of any person or group that holds beneficial ownership
of more than 5% of the outstanding shares of the Company or has the right to
acquire beneficial ownership of more than 5% of such outstanding voting
securities, except for persons or groups who may be identified through a review
of publicly available information regarding the beneficial ownership of the
Company; (xv) is aware of any circumstance in which Mr. Hudson's or Mr. Kelly's
election to the Board of Directors of the Company would create a compensation
committee interlock or other insider relationship as described in Item 407(e)(4)
of Regulation S-K; or (xvi) has, during the past five years, been involved in
any of the legal proceedings described in Item 401(f) of Regulation S-K. The
term "associates" shall have the meaning as that term is defined in Rule 14a-1
of Regulation 14A under the Securities Exchange Act of 1934, as amended.
Except as otherwise set forth in this Notice, there are no material
proceedings (as described in Item 103 of Regulation S-K) in which Mr. Hudson or
Mr. Kelly or any of their associates is a party adverse to the Company or any of
its subsidiaries, or in which Mr. Hudson or Mr. Kelly or their associates have a
material interest adverse to the Company or any of its subsidiaries.
Neither Mr. Hudson nor Mr. Kelly has ever served on the Board of Directors
or otherwise been employed by the Company. Except as otherwise set forth in this
Notice, neither Mr. Hudson, Mr. Kelly nor any of their associates has received
any cash compensation, cash bonuses, deferred compensation, compensation
pursuant to other plans or other compensation from, or related to, services
rendered on behalf of the Company, or is subject to any arrangement described in
Item 402 of Regulation S-K. There are no family relationships (as defined in
Item 401(d) of Regulation S-K) between Mr. Hudson, Mr. Kelly and any director or
officer of the Company or, to Mr. Hudson's or Mr. Kelly's knowledge, any other
person nominated by the Company to become a director or executive officer.
Neither Mr. Hudson nor Mr. Kelly is aware of any facts or circumstances that
would prevent him from being deemed an "independent" director as defined in the
Corporate Governance Guidelines of the Company (as in effect on the date
hereof).
It is anticipated that the Funds and Pirate Capital (collectively, the
"Pirate Capital Group") as well as certain employees of Pirate Capital, will
solicit proxies in connection with the matters to be brought before the Annual
Meeting and that Pirate Capital Group will engage a proxy solicitation agent
whose fees and number of employees to be employed for such solicitation would be
agreed upon at the time of such engagement. To the extent that any employee of
Pirate Capital or the Funds engages in solicitation activities, no such employee
will receive any additional compensation for its efforts. The business address
of each employee of Pirate Capital or the Funds would be the same as that of its
employer.
Pirate Capital, on behalf of the Funds, would bear the cost of such proxy
solicitation, but would intend to seek reimbursement for the cost of such
solicitation from the Company if Mr. Hudson and/or Mr. Kelly are elected as a
director. Pirate Capital does not intend to seek shareholder approval for such
reimbursement. While no precise estimate of this cost can be made at the present
time, Pirate Capital currently estimates that it would spend a total of
approximately $500,000 for such solicitation of proxies, including expenditures
for attorneys, proxy solicitation agents, and advertising, public relations,
printing, transportation and related expenses. As of the date hereof, Pirate
Capital has not incurred any solicitation expenses. In addition to soliciting
proxies by mail, proxies may be solicited in person, by telephone, facsimile or
other electronic means, through advertisements or otherwise.
8. Other Matters
The information included in this Notice and in the exhibits attached
hereto represents the Fund's best knowledge as of the date hereof. The exhibits
attached hereto are hereby incorporated into and made part of this Notice and
all matters disclosed therein should be deemed to have been disclosed for
purposes of this Notice. The Fund reserves the right, in the event such
information shall be or become inaccurate, to provide corrective information to
the Company as soon as reasonably practicable, although the Fund does not commit
to update any information which may change from and after the date hereof. If
this Notice shall be deemed for any reason by a court of competent jurisdiction
to be ineffective with respect to the nomination of Mr. Hudson and/or Mr. Kelly
at the Annual Meeting, or if either or both of them shall be unable to serve for
any reason, this Notice shall continue to be effective with respect to any
replacement nominee or nominees selected by the Fund.
Please be advised that neither the delivery of this Notice nor the
delivery of additional information, if any, provided by or on behalf of the Fund
or any of its affiliates to the Company from and after the date hereof shall be
deemed to constitute an admission by the Fund or any of its affiliates that this
Notice or any such information is required or is in any way defective or as to
the legality or enforceability of any matter or a waiver by the Fund or any of
its affiliates of its right to, in any way, contest or challenge any such
matter.
Please direct any questions regarding the information contained in this
Notice to our legal counsel, Todd B. Zarin ((212) 297-2473), of Day Pitney LLP,
7 Times Square, New York, New York 10036-7311. In the event that the Company
requires any additional information to determine the eligibility of Mr. Hudson
and/or Mr. Kelly (or the eligibility of any additional or substitute nominee of
the Pirate Capital Group) to serve as a member of the Board of Directors of the
Company, please advise Mr. Zarin immediately.
Very truly yours,
JOLLY ROGER FUND LP
By: Pirate Capital LLC, its General
Partner
By: /s/ Thomas R. Hudson Jr.
Name: Thomas R. Hudson Jr.
Title: Manager
cc: Todd B. Zarin, Esq.
Joseph S. von Kaenel, Esq.
Exhibit A
[not included]
Exhibit B
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a
director of Angelica Corporation (the "Company"), in the proxy statement and
other materials concerning the undersigned's nomination in connection with the
solicitation of proxies from shareholders of the Company to be voted at the 2007
annual meeting of shareholders of the Company or special meeting of shareholders
regarding the election of directors, including any adjournments or postponements
thereof, and further consents to serve as a director of the Company, if elected.
/s/ Thomas R. Hudson Jr.
Name: Thomas R. Hudson Jr.
Exhibit B
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a
director of Angelica Corporation (the "Company"), in the proxy statement and
other materials concerning the undersigned's nomination in connection with the
solicitation of proxies from shareholders of the Company to be voted at the 2007
annual meeting of shareholders of the Company or special meeting of shareholders
regarding the election of directors, including any adjournments or postponements
thereof, and further consents to serve as a director of the Company, if elected.
/s/ Christopher Kelly
Name: Christopher Kelly
Exhibit C
Thomas R. Hudson Jr.
Thomas R. Hudson Jr., 41, is and has been since 2002 the Manager of Pirate
Capital LLC, an investment manager, which he founded. Immediately prior to
organizing Pirate Capital LLC, Mr. Hudson was a private investor. From 1999 to
2001, Mr. Hudson served as a Managing Director at Amroc Investments, LLC, an
investment management firm, where he directed all distressed research and
managed the bank loan trading desk. From 1997 to 1999, he served as a Vice
President and Portfolio Manager at Goldman, Sachs & Co., responsible for
investing and trading a $500 million portfolio of distressed domestic and
international private assets. No company at which Mr. Hudson has been employed
was a parent, subsidiary or affiliate of the Company at the time of his
employment. Mr. Hudson earned a B.S. in 1988 from Babson College, majoring in
Entrepreneurial Studies. He earned an M.B.A. in 1993 from the Tuck School at
Dartmouth College. Mr. Hudson's principal business address is 200 Connecticut
Avenue, 4th Floor, Norwalk, Connecticut 06854. Mr. Hudson currently serves as a
director of The Brink's Company, a provider of security and cash management
services, The Allied Defense Group, Inc., a defense contractor, and The PEP Boys
- Manny, Moe & Jack, an automobile parts retailer.
Christopher Kelly
Christopher Kelly, 49, is the General Counsel and Chief Compliance Officer of
Pirate Capital LLC. He joined Pirate Capital LLC in February 2006. From October
2004 to January 2006, Mr. Kelly was General Counsel of Gilman & Ciocia, Inc., a
broker dealer holding company. From April 2003 to October 2004, Mr. Kelly served
as Managing Director, General Counsel and Chief Compliance Officer of Cypress
Associates LLC, a New York-based investment bank focused on mergers,
acquisitions, restructurings and corporate finance. From May 2000 to March 2003,
Mr. Kelly was engaged in the practice of law with Proskauer Rose LLP, and prior
thereto with Silver, Freedman & Taff, LLP and Skadden, Arps, Slate, Meagher &
Flom. At each of these law firms, Mr. Kelly handled a variety of corporate and
securities matters, including mergers, acquisitions and restructurings. No
company at which Mr. Kelly has been employed was a parent, subsidiary or
affiliate of the Company at the time of his employment. Mr. Kelly earned a B.A.
in 1979 with High Honors from the University of Virginia and a J.D. in 1983 from
the University of Virginia School of Law. Mr. Kelly's principal business address
is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854.
Exhibit D
PURCHASES AND SALES OVER PAST TWO YEARS BY FUNDS AND NOMINEES
The following table sets forth for each of the Funds, Mr. Hudson and Mr. Kelly
their purchases and sales (indicated in parenthesis) of Common Stock (including
put options and call options) within the previous two years, the dates of the
transactions and the amounts purchased or sold:
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ACCOUNT NAME TRADE DATE QUANTITY
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JOLLY ROGER FUND LP 11/22/2005 (11000)
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JOLLY ROGER FUND LP 12/2/2005 (34200)
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JOLLY ROGER OFFSHORE FUND LTD 8/17/2005 1000
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JOLLY ROGER OFFSHORE FUND LTD 8/18/2005 5400
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JOLLY ROGER OFFSHORE FUND LTD 8/25/2005 10900
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JOLLY ROGER OFFSHORE FUND LTD 9/8/2005 3200
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JOLLY ROGER OFFSHORE FUND LTD 9/9/2005 29000
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JOLLY ROGER OFFSHORE FUND LTD 9/12/2005 1600
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JOLLY ROGER OFFSHORE FUND LTD 9/12/2005 3400
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JOLLY ROGER OFFSHORE FUND LTD 9/13/2005 7300
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JOLLY ROGER OFFSHORE FUND LTD 9/14/2005 14600
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JOLLY ROGER OFFSHORE FUND LTD 9/15/2005 6200
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JOLLY ROGER OFFSHORE FUND LTD 9/16/2005 21700
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JOLLY ROGER OFFSHORE FUND LTD 9/28/2005 5000
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JOLLY ROGER OFFSHORE FUND LTD 10/3/2005 5000
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JOLLY ROGER OFFSHORE FUND LTD 10/10/2005 25000
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JOLLY ROGER OFFSHORE FUND LTD 10/12/2005 1400
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JOLLY ROGER OFFSHORE FUND LTD 10/17/2005 7600
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JOLLY ROGER OFFSHORE FUND LTD 1/30/2006 7400
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JOLLY ROGER OFFSHORE FUND LTD 1/31/2006 10000
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JOLLY ROGER OFFSHORE FUND LTD 2/1/2006 400
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JOLLY ROGER OFFSHORE FUND LTD 2/2/2006 38600
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JOLLY ROGER OFFSHORE FUND LTD 2/3/2006 23800
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JOLLY ROGER OFFSHORE FUND LTD 2/6/2006 9200
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JOLLY ROGER OFFSHORE FUND LTD 2/7/2006 3700
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JOLLY ROGER OFFSHORE FUND LTD 2/8/2006 6200
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JOLLY ROGER OFFSHORE FUND LTD 2/9/2006 5800
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JOLLY ROGER OFFSHORE FUND LTD 2/10/2006 4000
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JOLLY ROGER OFFSHORE FUND LTD 2/16/2006 2600
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JOLLY ROGER OFFSHORE FUND LTD 2/17/2006 10100
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JOLLY ROGER OFFSHORE FUND LTD 2/21/2006 2900
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JOLLY ROGER OFFSHORE FUND LTD 2/22/2006 18400
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JOLLY ROGER OFFSHORE FUND LTD 2/24/2006 49000
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JOLLY ROGER OFFSHORE FUND LTD 2/24/2006 1400
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JOLLY ROGER OFFSHORE FUND LTD 2/27/2006 16800
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JOLLY ROGER OFFSHORE FUND LTD 2/28/2006 3800
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JOLLY ROGER OFFSHORE FUND LTD 3/15/2006 5100
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JOLLY ROGER OFFSHORE FUND LTD 3/31/2006 1000
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JOLLY ROGER OFFSHORE FUND LTD 4/3/2006 8097
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JOLLY ROGER OFFSHORE FUND LTD 4/13/2006 3700
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JOLLY ROGER OFFSHORE FUND LTD 4/25/2006 1500
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JOLLY ROGER OFFSHORE FUND LTD 4/27/2006 4906
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JOLLY ROGER OFFSHORE FUND LTD 5/1/2006 11300
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JOLLY ROGER OFFSHORE FUND LTD 5/3/2006 13200
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JOLLY ROGER OFFSHORE FUND LTD 5/5/2006 12000
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JOLLY ROGER OFFSHORE FUND LTD 5/8/2006 2300
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JOLLY ROGER OFFSHORE FUND LTD 5/10/2006 3640
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JOLLY ROGER OFFSHORE FUND LTD 5/11/2006 25000
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JOLLY ROGER OFFSHORE FUND LTD 5/12/2006 17854
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JOLLY ROGER OFFSHORE FUND LTD 5/15/2006 7150
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JOLLY ROGER OFFSHORE FUND LTD 5/16/2006 5900
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JOLLY ROGER OFFSHORE FUND LTD 5/23/2006 10000
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JOLLY ROGER OFFSHORE FUND LTD 6/14/2006 8600
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JOLLY ROGER OFFSHORE FUND LTD 6/15/2006 5400
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JOLLY ROGER OFFSHORE FUND LTD 6/19/2006 200
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JOLLY ROGER OFFSHORE FUND LTD 6/20/2006 1300
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JOLLY ROGER OFFSHORE FUND LTD 6/28/2006 11600
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JOLLY ROGER OFFSHORE FUND LTD 8/3/2006 5000
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JOLLY ROGER OFFSHORE FUND LTD 9/8/2006 400
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JOLLY ROGER OFFSHORE FUND LTD 9/11/2006 2500
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JOLLY ROGER OFFSHORE FUND LTD 9/28/2006 1000
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JOLLY ROGER OFFSHORE FUND LTD 10/6/2006 2000
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JOLLY ROGER OFFSHORE FUND LTD 4/11/2007 (11000)
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JOLLY ROGER OFFSHORE FUND LTD 4/20/2007 (5000)
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JOLLY ROGER OFFSHORE FUND LTD 4/25/2007 (6400)
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JOLLY ROGER OFFSHORE FUND LTD 4/27/2007 (3000)
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JOLLY ROGER OFFSHORE FUND LTD 4/30/2007 (900)
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JOLLY ROGER OFFSHORE FUND LTD 5/2/2007 (15000)
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JOLLY ROGER OFFSHORE FUND LTD 5/3/2007 (8700)
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JOLLY ROGER OFFSHORE FUND LTD 5/4/2007 (3000)
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JOLLY ROGER OFFSHORE FUND LTD 5/8/2007 (1000)
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JOLLY ROGER OFFSHORE FUND LTD 5/9/2007 (5000)
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JOLLY ROGER OFFSHORE FUND LTD 5/18/2007 (11200)
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JOLLY ROGER OFFSHORE FUND LTD 5/21/2007 (29800)
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JOLLY ROGER OFFSHORE FUND LTD 5/22/2007 (30000)
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JOLLY ROGER OFFSHORE FUND LTD 6/5/2007 (7606)
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JOLLY ROGER OFFSHORE FUND LTD 6/6/2007 (17394)
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JOLLY ROGER OFFSHORE FUND LTD 6/15/2007 (100)
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JOLLY ROGER OFFSHORE FUND LTD 6/25/2007 (5600)
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JOLLY ROGER OFFSHORE FUND LTD 6/26/2007 (5000)
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JOLLY ROGER OFFSHORE FUND LTD 6/27/2007 (114300)
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JOLLY ROGER OFFSHORE FUND LTD 7/6/2007 (786957)
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JOLLY ROGER ACTIVIST PORTFOLIO LTD 7/6/2007 786957
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