PRIVILEGED AND CONFIDENTIAL
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)
Crowley Maritime Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
--------------------------------------------------------------------------------
(Title of Class of Securities)
228090106
--------------------------------------------------------------------------------
(CUSIP Number)
William J. Lippman Nelson Obus Philip V. Oppenheimer
Franklin Advisory Services, LLC Wynnefield Partners Small Cap Oppvest LLC
One Parker Plaza, 9th Floor Value, L.P. 119 West 57th Street
Fort Lee, New Jersey 07024 450 Seventh Avenue, Suite 509 New York, New York 10019
(201) 592-6700 New York, New York 10123 (212) 489-7527
(212) 760-0134
with a copy to:
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
212-225-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
November 30, 2004
--------------------------------------------------------------------------------
(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] (As to the Franklin Reporting Persons (as defined below) only.)
The information required on this cover page shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Act"), or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Franklin Advisory Services, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX 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
6,582 (See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
6,582 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
IA
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Franklin Resources, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA (See Item 3)
5 CHECK BOX 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
(See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
(See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
HC
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles B. Johnson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
(See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
(See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
HC
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rupert H. Johnson, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
(See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
(See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
HC
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Oppenheimer Investment Partnership, LP (IRS No. 133450444)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX 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
1,484
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,484
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,484
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
14 TYPE OF REPORTING PERSON
PN
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oppenheimer-Close International, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
110
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
110
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
14 TYPE OF REPORTING PERSON
OO
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wynnefield Partners Small Cap Value, L.P. (IRS No. 133688497)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (See Item 3)
5 CHECK BOX 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
370
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
370
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.42%
14 TYPE OF REPORTING PERSON
PN
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wynnefield Partners Small Cap Value, L.P. I (IRS No. 133953291)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (See Item 3)
5 CHECK BOX 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
460
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
460
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.52%
14 TYPE OF REPORTING PERSON
PN
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wynnefield Small Cap Value Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
330
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
330
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
14 TYPE OF REPORTING PERSON
CO
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Channell Partnership II L.P. (IRS No. 133953291)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC (See Item 3)
5 CHECK BOX 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
33
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
33
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14 TYPE OF REPORTING PERSON
PN
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wynnefield Capital Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
830 (See Item 5)
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 0 (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
830 (See Item 5)
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.93% (See Item 5)
14 TYPE OF REPORTING PERSON
OO (Limited Liability Company)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wynnefield Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
330 (See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0 (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
330 (See Item 5)
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nelson Obus
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
1201 (See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0 (See Item 5)
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
1201 (See Item 5)
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1201
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
14 TYPE OF REPORTING PERSON
IN
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joshua Landes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
1160 (See Item 5)
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 0 (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
1160 (See Item 5)
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1160
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 2 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.30%
14 TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01
per share (the "Common Stock"), of Crowley Maritime Corp., a Delaware
corporation (the "Issuer"), whose principal executive offices are located at 155
Grand Avenue, Oakland, California 94612.
Item 2. Identity and Background.
This statement is filed by the Franklin Reporting Persons, the
Oppenheimer Reporting Persons and the Wynnefield Reporting Persons (each as
defined below and collectively, the "Reporting Persons").
On November 30, 2004, certain of the Reporting Persons
commenced a lawsuit in the Delaware Court of Chancery (the "Lawsuit") against
the Issuer, as a nominal derivative defendant, and each member of the Board of
Directors of the Issuer (together, the "Defendants") by filing a class action
and derivative complaint (the "Complaint") for breaches by the director
Defendants of their fiduciary duties to the Issuer and its shareholders. The
Reporting Persons intend to pursue the Lawsuit jointly. See Item 4 below.
None of the Franklin Reporting Persons, the Oppenheimer
Reporting Persons nor the Wynnefield Reporting Persons have any agreements or
understandings between them relating to the acquisition, disposition, holding or
voting of the Common Stock held by them and each expressly disclaims beneficial
ownership for all purposes of the Common Stock held by the others. The Reporting
Persons have filed this statement solely because they may be deemed to be a
"group" for purposes of Regulation 13D-G under the Act as a result of their
agreement to file and pursue the Lawsuit, however, the Franklin Reporting
Persons, the Oppenheimer Reporting Persons and the Wynnefield Reporting Persons
each disclaim membership in a "group" with the other Reporting Persons.
(1) Franklin Reporting Persons.
(a), (b), (c) and (f). The Franklin Reporting Persons are
Franklin Advisory Services, LLC ("FAS"), Franklin Resources, Inc. ("FRI"), Mr.
Charles B. Johnson ("Charles Johnson") and Mr. Rupert H. Johnson, Jr. ("Rupert
Johnson"). FAS is a Delaware limited liability company, and its principal
business is acting as an investment advisor, registered with the U.S. Securities
and Exchange Commission, to a number of the open-end investment companies in the
Franklin Templeton Group of Funds. The address of FAS's principal
business/principal office is One Parker Plaza, 9th Floor, Fort Lee, New Jersey
07024.
FAS is a limited liability company, the managing member and
sole member of which is Franklin/Templeton Distributors, Inc., which is a
wholly-owned subsidiary of FRI. FRI is a Delaware corporation and its principal
business is acting as a diversified financial services holding company whose
primary business is providing, through operating subsidiaries, management,
administrative and distribution services to the open- and closed-end investment
companies comprising the Franklin, Templeton and Mutual Series Funds, managed
accounts and other investment products. Charles Johnson and Rupert Johnson each
own in excess of 10% of the outstanding shares of common stock of FRI and are
the principal shareholders of FRI. Charles Johnson, a United States citizen, is
Chairman of the Board and a director of FRI. Rupert Johnson, a United States
citizen, is Vice Chairman of the Board and a director of FRI. Rupert Johnson is
also a Senior Vice President of FAS. The business address of FRI, Charles
Johnson and Rupert Johnson is One Franklin Parkway, San Mateo, California
94403-1906.
The name, residence or business address, and the principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
executive officer and director and each controlling person, if any, of the
Franklin Reporting Persons named above is set forth in Schedule A hereto. To the
best knowledge of the Franklin Reporting Persons, each person listed on Schedule
A is a United States citizen except where otherwise noted.
(d) and (e). During the last five years, none of the Franklin
Reporting Persons nor, to the best of their knowledge, any person listed on
Schedule A, have been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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.
(2) Oppenheimer Reporting Persons.
(a), (b), (c) and (f). The Oppenheimer Reporting Persons are
P. Oppenheimer Investment Partnership, LP, a Delaware limited partnership
("Oppenheimer Investment"), and Oppenheimer-Close International, Ltd., a Bermuda
limited liability mutual fund company ("Oppenheimer International"). Oppenheimer
Investment and Oppenheimer International are each separate and distinct entities
with different beneficial owners (whether designated as limited partners or
stockholders).
Oppvest, LLC, a Delaware limited liability company
("Oppvest"), is the general partner of Oppenheimer Investment and the investment
manager of Oppenheimer International. Philip V. Oppenheimer ("Philip V.
Oppenheimer") and Michael W. Malafronte ("Michael Malafronte") are the managing
members of Oppvest. Oppenheimer + Close, Inc., a New York corporation
("Oppenheimer + Close"), is a broker-dealer, registered under the Act, and an
investment adviser, registered under the Investment Advisers Act of 1940, that
maintains discretionary accounts on behalf of its customers, many of which own a
small number of shares of the Common Stock. Philip V. Oppenheimer and Michael
Malafronte are the controlling shareholders of Oppenheimer + Close. Philip V.
Oppenheimer is the Chairman of Oppenheimer International. Philip V. Oppenheimer
and Michael Malafronte are both citizens of the United States.
The business address of the Oppenheimer Reporting Persons,
Oppvest, Oppenheimer + Close, Philip V. Oppenheimer and Michael Malafronte is
119 West 57th Street, Suite 1515, New York, New York 10019.
(d) and (e). During the last five years, none of the
Oppenheimer Reporting Persons, Oppvest, Oppenheimer + Close, Philip V.
Oppenheimer nor Michael Malafronte have been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
(3) Wynnefield Reporting Persons.
(a), (b), (c) and (f). The Wynnefield Reporting Persons are
Wynnefield Partners Small Cap Value, L.P. ("Wynnefield Partners"), Wynnefield
Small Cap Value Offshore Fund, Ltd. ("Wynnefield Offshore"), Wynnefield Partners
Small Cap Value, L.P. I ("Wynnefield Partners I"), Channell Partnership II L.P.
("Channell"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital,
Inc. ("WCI"), Nelson Obus ("Nelson Obus") and Joshua Landes ("Joshua Landes").
The Wynnefield Reporting Persons are each separate and distinct entities with
different beneficial owners (whether designated as limited partners or
stockholders).
Wynnefield Partners and Wynnefield Partners I are each private
investment companies organized as Delaware limited partnerships. WCM, a New York
limited liability company, is the general partner of Wynnefield Partners and
Wynnefield Partners I. Nelson Obus and Joshua Landes are the co-managing members
of WCM and the principal executive officers of WCI, a private investment company
organized under the laws of the Cayman Islands, the investment manager of
Wynnefield Offshore. Nelson Obus is the general partner of Channell, a private
investment company organized as a Delaware limited partnership. Nelson Obus and
Joshua Landes are both citizens of the United States.
The business address of the Wynnefield Reporting Persons is
450 Seventh Avenue, Suite 509, New York, New York 10123.
(d) and (e). During the last five years, none of the
Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
(1) Franklin Reporting Persons.
The securities reported in this statement as directly
beneficially owned by the Franklin Reporting Persons were acquired with funds of
approximately $7,064,618 (including brokerage commissions). All such funds were
provided from investment capital of FAS's respective advisory clients.
(2) Oppenheimer Reporting Persons.
The securities reported in this statement as directly
beneficially owned by the Oppenheimer Reporting Persons were acquired with funds
of approximately $1,270,000 (including brokerage commissions). All such funds
were provided from the working capital of the Oppenheimer Reporting Person who
directly beneficially owns such securities.
(3) Wynnefield Reporting Persons.
The securities reported in this statement as directly
beneficially owned by the Wynnefield Reporting Persons were acquired with funds
of approximately $1,201,727 (including brokerage commissions). All such funds
were provided from the working capital or personal funds of the Wynnefield
Reporting Person who directly beneficially owns such securities.
Item 4. Purpose of Transaction.
On November 30, 2004, the Reporting Persons commenced the
Lawsuit in the Delaware Court of Chancery and intend to pursue the Lawsuit
jointly as class and derivative representatives. Each of the Reporting Persons
who are named as plaintiffs in the Lawsuit have retained the law firm of Taylor
& McNew LLP as their legal counsel in connection with the Lawsuit. Reference is
made to the Complaint, a copy of which is attached hereto as Exhibit 1 and
incorporated by reference in its entirety.
Each of the Reporting Persons acquired and holds the Common
Stock beneficially owned by it for investment and not with the purpose or effect
of changing or influencing control of the Issuer. Except as set forth in this
statement, none of the Reporting Persons currently has any plans or proposals
that relate to or that would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D. The Reporting Persons may in the future acquire additional Common
Stock or other securities of the Issuer, in the open market, in
privately-negotiated purchases or otherwise and may also, depending on then
current circumstances, dispose of all or a portion of the Common Stock
beneficially owned by them in one or more transactions. Additionally, the
Reporting Persons reserve the right from time to time to formulate plans or
proposals regarding the Issuer or any of its securities and to carry out any of
the actions or transactions described in paragraphs (a) through (j) of Item 4 of
the instructions to Schedule 13D, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons may be deemed to beneficially own
collectively an aggregate of 9,377 shares of Common Stock, representing 10.55%
of the 88,898 shares of Common Stock outstanding as of November 12, 2004
(according to the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004 filed with the SEC). The Franklin Reporting Persons,
Oppenheimer Reporting Persons and Wynnefield Reporting Persons each expressly
disclaims beneficial ownership for all purposes of the Common Stock held by each
of the other Reporting Persons.
(1) Franklin Reporting Persons.
(a) and (b) Franklin MicroCap Value Fund ("Franklin
MicroCap"), one of the series comprising Franklin Value Investors Trust, an
open-end investment company registered under the Investment Company Act of 1940
("Franklin Value Investors Trust"), and Franklin Balance Sheet Investment Fund
("Franklin Balance Sheet"), also one of the series comprising Franklin Value
Investors Trust, are both advisory clients of FAS. Franklin MicroCap is the
beneficial owner of 2,342 shares of Common Stock representing approximately
2.63% of the outstanding shares of Common Stock. Franklin Balance Sheet is the
beneficial owner of 4,240 shares of Common Stock representing approximately
4.77% of the outstanding shares of Common Stock.
Since FAS's advisory contracts with its clients grant FAS sole
investment power and sole voting power over the securities owned by its advisory
clients, FAS may be deemed to be the beneficial owner of all of the 6,582 shares
of Common Stock, representing approximately 7.4% of the outstanding shares of
Common Stock, owned by Franklin MicroCap and Franklin Balance Sheet.
FRI, Charles Johnson and Rupert Johnson may be deemed to be,
for purposes of Rule 13d-3 under the Act, the beneficial owner of securities
held by persons and entities advised by FRI subsidiaries. However, no investment
advisory personnel of FRI subsidiaries other than FAS are involved in the
investment management decisions of FAS. Moreover, FAS, FRI, Charles Johnson and
Rupert Johnson each disclaim any economic interest or beneficial ownership in
any of the securities covered by this statement owned by advisory clients of FRI
subsidiaries.
Furthermore, FAS, FRI, Charles Johnson and Rupert Johnson are
of the view that they are not acting as a "group" for purposes of Section 13(d)
under the Act and that they are not otherwise required to attribute to each
other the "beneficial ownership" of securities held by any of them or by any
persons or entities advised by FRI subsidiaries.
(c) None of the Franklin Reporting Persons, nor, to the best
of their knowledge, any person listed on Schedule A, have effected any
transactions in the Common Stock during the 60-day period preceding the date
this statement was filed.
(d) No person other than respective advisory clients of FAS
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds of the sale of, the securities reported in this statement as
directly beneficially owned by the Franklin Reporting Persons.
(e) Not applicable.
(2) Oppenheimer Reporting Persons.
(a) and (b) The Oppenheimer Reporting Persons are the
beneficial owners of 1,594 shares of Common Stock representing 1.79% of the
outstanding shares of Common Stock. Philip V. Oppenheimer and Michael
Malafronte, by virtue of their status as managing members of Oppvest, may be
deemed to have indirect beneficial ownership of the shares of Common Stock owned
by the Oppenheimer Reporting Persons.
In addition, Philip V. Oppenheimer and Michael Malafronte are
the direct beneficial owners of 21 and 2 shares, respectively, and are the
executive officers and directors of Oppenheimer + Close, which maintains
discretionary accounts on behalf of its customers holding 661 shares of the
Common Stock. Oppenheimer + Close has the power to dispose and direct the
disposition of the shares of Common Stock held in such discretionary accounts
and may therefore be deemed to be a beneficial owner of such shares. Philip V.
Oppenheimer and Michael Malafronte, by virtue of their status as executive
officers and directors of Oppenheimer + Close, may be deemed to have indirect
beneficial ownership of the shares of Common Stock held in discretionary
accounts of Oppenheimer + Close. Therefore, Philip V. Oppenheimer, Michael
Malafronte, the discretionary accounts of Oppenheimer + Close and the
Oppenheimer Reporting Persons collectively are, or may be deemed to be, the
beneficial owners of 2,278 shares of Common Stock representing 2.56% of the
outstanding shares of Common Stock.
Philip V. Oppenheimer and Michael Malafronte, by virtue of
their status as the managing members of Oppvest, have the power to vote or to
direct the vote and the power to dispose and direct the disposition of the
shares of Common Stock owned by each of the Oppenheimer Reporting Persons.
Moreover, Philip V. Oppenheimer and Michael Malafronte, by virtue of their
status as executive officers and directors of Oppenheimer + Close, have the
power to dispose or direct the disposition of the shares of Common Stock held in
discretionary accounts of Oppenheimer + Close. However, Philip V. Oppenheimer
and Michael Malafronte disclaim beneficial ownership of such shares of Common
Stock owned by the Oppenheimer Reporting Persons and Oppenheimer + Close, by
virtue of their status as managing members of Oppvest, the general partner of
Oppenheimer Investment, investment manager of Oppenheimer International, and
executive officers and directors of Oppenheimer + Close, and disclaim membership
in any "group" with respect to the shares of Common Stock for purposes of
Sections 13(d) and 13(g) under the 1934 Act or for any other purpose under any
other provision of the 1934 Act or the rules and regulations promulgated
thereunder.
(c) None of the Oppenheimer Reporting Persons, Oppvest,
Oppenheimer + Close, Philip V. Oppenheimer or Michael Malafronte have effected
any transactions in the Common Stock during the 60-day period preceding the date
this statement was filed.
(d) No person other than the Oppenheimer Reporting Persons,
the discretionary accounts of Oppenheimer + Close, Philip V. Oppenheimer or
Michael Malafronte has the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, the securities reported in
this statement as directly beneficially owned by the Oppenheimer Reporting
Persons, the discretionary accounts of Oppenheimer + Close, Philip V.
Oppenheimer or Michael Malafronte.
(e) Not applicable.
(3) Wynnefield Reporting Persons.
(a) and (b). The Wynnefield Reporting Persons are the
beneficial owners in the aggregate of 1,201 shares of Common Stock representing
1.35% of the outstanding shares of Common Stock.
Wynnefield Partners is the direct beneficial owner of 370
shares of Common Stock representing approximately 0.42% of the outstanding
shares of Common Stock; Wynnefield Offshore is the direct beneficial owner of
330 shares of Common Stock representing approximately 0.37% of the outstanding
Common Stock; Wynnefield Partners I is the direct beneficial owner of 460 shares
of Common Stock representing approximately 0.52% of the outstanding shares of
Common Stock; and Channell is the direct beneficial owner of 33 shares of Common
Stock representing approximately 0.04% of the outstanding shares of Common
Stock. Mr. Obus (on his own behalf and on behalf of members of his direct
family) may be deemed to be the beneficial owner of eight shares of Common
Stock, representing approximately .009% of the outstanding shares of Common
stock. Mr. Obus disclaims beneficial ownership of six of the eight shares which
are owned by his wife and as custodian for his minor children.
WCM is the sole general partner of Wynnefield Partners and
Wynnefield Partners I and, accordingly, may be deemed to be the indirect
beneficial owner of the shares of Common Stock that Wynnefield Partners and
Wynnefield Partners I beneficially own. WCM has the sole power to direct the
voting and disposition of the shares of Common Stock that Wynnefield Partners
and Wynnefield Partners I beneficially own.
Nelson Obus and Joshua Landes are the co-managing members of
WCM and, accordingly, each of Nelson Obus and Joshua Landes may be deemed to be
the indirect beneficial owner of the shares of Common Stock that WCM may be
deemed to beneficially own. Each of Nelson Obus and Joshua Landes, as a
co-managing member of WCM, shares with the other the power to direct the voting
and disposition of the shares of Common Stock that WCM may be deemed to
beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and,
accordingly, may be deemed to be the indirect beneficial owner of the shares of
Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole
investment manager of Wynnefield Offshore, has the sole power to direct the
voting and disposition of the shares of Common Stock that Wynnefield Offshore
beneficially owns. Nelson Obus and Joshua Landes are the principal executive
officers of WCI and, accordingly, each of Nelson Obus and Joshua Landes may be
deemed to be the indirect beneficial owner of the shares of Common Stock that
WCI may be deemed to beneficially own. Each of Nelson Obus and Joshua Landes, as
a principal executive officer of WCI, shares with the other the power to direct
the voting and disposition of the shares of Common Stock that WCI may be deemed
to beneficially own.
(c) None of the Wynnefield Reporting Persons have effected any
transactions in the Common Stock during the 60-day period preceding the date
this statement was filed.
(d) No person other than the Wynnefield Reporting Person who
is the direct beneficial owner of such securities has the right to receive or
the power to direct the receipt of dividends from, or the proceeds of the sale
of, the securities reported in this statement as directly beneficially owned by
the Wynnefield Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than as described in this statement, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or, to the best of their knowledge, any of the
persons identified in response to Item 2, or between such persons and any other
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Class Action and Derivative Complaint, filed November 30,
2004 in the Court of Chancery for the State of Delaware in and
for New Castle County, by Franklin Balance Sheet Investment
Fund, Franklin Microcap Value Fund, P. Oppenheimer Investment
Partnership, LP, Oppenheimer-Close International, Ltd.,
Wynnefield Partners Smallcap Value LP I, Wynnefield Partners
Smallcap Value LP, Wynnefield Smallcap Value Off-Shore Fund
Ltd. and Channell Partnership II L.P.
Exhibit 2 Joint Filing Agreement, dated as of November 30, 2004.
Exhibit 3 Power of Attorney, appointing Barbara J. Green as attorney
in fact of Charles B. Johnson.
Exhibit 4 Power of Attorney, appointing Barbara J. Green as attorney
in fact of Rupert H. Johnson, Jr.
SIGNATURES
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 November 30, 2004
FRANKLIN ADVISORY SERVICES, LLC
FRANKLIN RESOURCES, INC.
CHARLES B. JOHNSON
RUPERT H. JOHNSON, JR.
/s/ Barbara J. Green
-------------------------------------------
By: Barbara J. Green
Title: Secretary, Franklin/Templeton Distributors,
Inc., the Managing Member of Franklin Advisory
Services, LLC
Title: Vice President, Deputy General Counsel and
Secretary, Franklin Resources, Inc.
Attorney-in-fact of Charles B. Johnson, pursuant to a
power of attorney, attached hereto as Exhibit 3
Attorney-in-fact of Rupert H. Johnson, Jr., pursuant
to a power of attorney, attached hereto as Exhibit 4
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 November 30, 2004
P. OPPENHEIMER INVESTMENT
PARTNERSHIP, LP
By: OPPVEST, LLC, its general partner
/s/ Philip V. Oppenheimer
---------------------------------
By: Philip V. Oppenheimer
Title: Managing Member
OPPHENHEIMER-CLOSE INTERNATIONAL, LTD.
/s/ Philip V. Oppenheimer
---------------------------------
By: Philip V. Oppenheimer
Title: Chairman
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 November 30, 2004 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
/s/ Nelson Obus
-------------------------------------------
By: Nelson Obus
Title: Co-Managing Partner
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: WYNNEFIELD CAPITAL MANAGEMENT, LLC, its general
partner
/s/ Nelson Obus
-------------------------------------------
By: Nelson Obus
Title: Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: WYNNEFIELD CAPITAL, INC.
/s/ Nelson Obus
-------------------------------------------
By: Nelson Obus
Title: President
CHANNELL PARTNERSHIP II L.P.
By: NELSON OBUS, its general partner
/s/ Nelson Obus
-------------------------------------------
By: Nelson Obus
Title: General Partner
WYNNEFIELD CAPITAL MANAGEMENT LLC
/s/ Nelson Obus
-------------------------------------------
By: Nelson Obus
Title: Co-Managing Member
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 November 30, 2004
WYNNEFIELD CAPITAL, INC.
/s/ Nelson Obus
--------------------------------
By: Nelson Obus
Title: President
NELSON OBUS
/s/ Nelson Obus
--------------------------------
By: Nelson Obus, individually.
JOSHUA LANDES
/s/ Joshua Landes
--------------------------------
By: Joshua Landes, individually.
SCHEDULE A
FRANKLIN REPORTING PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
Each of the individuals named below is a citizen of the United
States with a principal business address as indicated below.
------------------------------------------------------------------------------------------------------------
Name Principal Occupation Residence or Business Address
------------------------------------------------------------------------------------------------------------
Penelope S. Alexander Vice President, Human Resources - U.S., FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Bruce Baughman Senior Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Ft. Lee, NJ 07024
James R. Baio Senior Vice President and Chief Financial Franklin Resources, Inc.
Officer, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Jennifer J. Bolt Vice President, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Harmon E. Burns Vice Chairman/Member--Office of the Franklin Resources, Inc.
Chairman/Director, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Charles Crocker Director, FRI BEI Technologies, Inc.
One Post Street, Suite 2500
San Francisco, CA 94104
Martin L. Flanagan Co-Chief Executive Officer/President, FRI; Franklin Resources, Inc.
Chief Financial Officer, FAS One Franklin Parkway
San Mateo, CA 94403-1906
Holly E. Gibson Vice President, Corporate Communications, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
Barbara J. Green Vice President, Deputy General Counsel and Franklin Resources, Inc.
Secretary, FRI; Secretary, FAS One Franklin Parkway
San Mateo, CA 94403-1906
Donna S. Ikeda Vice President--Human Resources Franklin Resources, Inc.
International, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Robert D. Joffe Director, FRI Cravath, Swaine & Moore LLP
Worldwide Plaza, 825 Eighth Ave.
New York, NY 10019
Charles B. Johnson Chairman of the Board/Member--Office of the Franklin Resources, Inc.
Chairman/Director/Principal Shareholder, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Gregory E. Johnson Co-Chief Executive Officer/President, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Rupert H. Johnson, Jr. Vice Chairman/Member--Office of the Franklin Resources, Inc.
Chairman/Director/Principal Shareholder, One Franklin Parkway
FRI; Senior Vice President, FAS San Mateo, CA 94403-1906
Thomas H. Kean Director, FRI Drew University
36 Madison Avenue
Madison, NJ 07940
Leslie M. Kratter Senior Vice President/Assistant Secretary, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
Kenneth A. Lewis Vice President & Treasurer, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
David H. Lui Chief Compliance Officer, FAS Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
John M. Lusk Vice President, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
William J. Lippman President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Ft. Lee, NJ 07024
James A. McCarthy Director, FRI; Private Investor 101 California Street, Suite 1400
San Francisco, CA 94111
Margaret McGee Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Ft. Lee, NJ 07024
Chutta Ratnathicam Director, FRI CNF, Inc.
3240 Hillview Avenue
Palo Alto, CA 94304
Peter M. Sacerdote Director, FRI; Limited Partner/Chair of Goldman, Sachs & Co.
Investment Committee, Goldman, Sachs Group, 85 Broad Street
L.P., Investment Banking New York, NY 10004
Murray L. Simpson Executive Vice President/General Counsel, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
Charles R. Sims Vice President, FRI; Treasurer, FAS Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Anne M. Tatlock Vice Chairman/Member--Officer of the Franklin Resources, Inc.
Chairman/Director, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Donald Taylor Senior Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Ft. Lee, NJ 07024
Louis E. Woodworth Director, FRI; Private Investor/President, Alpine Corp.
Alpine Corp. 1505 7th Avenue
Seattle, WA 98119