-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GNqB7IRnjyl18Rg5NBvOFVudRfgGTVNUi9iQICbiqsujsNTDK/1S9W8o4qf5up6/ vP8UVAK0gmSY9JcRMLGPUw== 0001028916-97-000003.txt : 19970324 0001028916-97-000003.hdr.sgml : 19970324 ACCESSION NUMBER: 0001028916-97-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970321 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYCOM INC CENTRAL INDEX KEY: 0001010552 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943128324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47513 FILM NUMBER: 97560290 BUSINESS ADDRESS: STREET 1: 2584 JUNCTION AVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4085269000 MAIL ADDRESS: STREET 1: 2584 JUNCTION AVE CITY: SAN JOSE STATE: CA ZIP: 95120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY CAPITAL LLC CENTRAL INDEX KEY: 0001028916 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NORWEST CTR STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: NORWEST CENTER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 SC 13D 1 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Polycom, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73172K104 (CUSIP Number) Mary E. Schaffner Robert J. Kaukol Norwest Corporation Norwest Center Sixth and Marquette Minneapolis, MN 55479 (612) 667-0628 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 1997 (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 of which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or 94), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Capital, L.L.C. Tax Identification No. 41-1814661 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 ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(1) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(1) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(1) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON OO (limited liability company) ______________________ (1) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Partners V Tax Identification No. 41-1799874 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 ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(1) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(1) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(1) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON PN ______________________ (1) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca Partners V Tax Identification No. 41-1799877 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable(1) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON PN ______________________ (1) The reporting person is not a record holder of any shares of common stock of Polycom, Inc. The shares of Polycom, Inc. common stock that are the subject of this statement are held of record by Norwest Equity Partners V and by Norwest Equity Capital, L.L.C. See the cover pages for Norwest Equity Partners V and Norwest Equity Capital, L.L.C. and Item 3 for information concerning the source of funds used to purchase their respective shares of Polycom, Inc. common stock. (2) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca NEC, L.L.C. Tax Identification No. 41-1815097 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable(1) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON OO (limited liability company) ______________________ (1) The reporting person is not a record holder of any shares of common stock of Polycom, Inc. The shares of Polycom, Inc. common stock that are the subject of this statement are held of record by Norwest Equity Partners V and by Norwest Equity Capital, L.L.C. See the cover pages for Norwest Equity Partners V and Norwest Equity Capital, L.L.C. and Item 3 for information concerning the source of funds used to purchase their respective shares of Polycom, Inc. common stock. (2) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel J. Haggerty Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable(1) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON IN ______________________ (1) The reporting person is not a record holder of any shares of common stock of Polycom, Inc. The shares of Polycom, Inc. common stock that are the subject of this statement are held of record by Norwest Equity Partners V and by Norwest Equity Capital, L.L.C. See the cover pages for Norwest Equity Partners V and Norwest Equity Capital, L.L.C. and Item 3 for information concerning the source of funds used to purchase their respective shares of Polycom, Inc. common stock. (2) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John E. Lindahl Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable(1) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON IN ______________________ (1) The reporting person is not a record holder of any shares of common stock of Polycom, Inc. The shares of Polycom, Inc. common stock that are the subject of this statement are held of record by Norwest Equity Partners V and by Norwest Equity Capital, L.L.C. See the cover pages for Norwest Equity Partners V and Norwest Equity Capital, L.L.C. and Item 3 for information concerning the source of funds used to purchase their respective shares of Polycom, Inc. common stock. (2) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. SCHEDULE 13D CUSIP NO. 73172K104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable(1) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF (7) SOLE VOTING POWER SHARES 957,541(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 957,541(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,541(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% 14) TYPE OF REPORTING PERSON IN ______________________ (1) The reporting person is not a record holder of any shares of common stock of Polycom, Inc. The shares of Polycom, Inc. common stock that are the subject of this statement are held of record by Norwest Equity Partners V and by Norwest Equity Capital, L.L.C. See the cover pages for Norwest Equity Partners V and Norwest Equity Capital, L.L.C. and Item 3 for information concerning the source of funds used to purchase their respective shares of Polycom, Inc. common stock. (2) Consists of the total number of shares of common stock of Polycom, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, par value $.0005 per share (the "Common Stock") of Polycom, Inc., whose executive offices are located at 2584 Junction Avenue, San Jose, California 95134-1902. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This statement is filed by the entities and persons listed below: Norwest Equity Capital, L.L.C. Norwest Equity Partners V Itasca NEC, L.L.C. Itasca Partners V Daniel J. Haggerty John E. Lindahl George J. Still, Jr. Norwest Equity Capital, L.L.C. is a Minnesota limited liability company, of which Itasca NEC, L.L.C. is the managing member. Itasca NEC, L.L.C. is also a Minnesota limited liability company, of which Messrs. Haggerty, Lindahl and Still are the managing members. Norwest Equity Partners V is a Minnesota limited partnership, of which Itasca Partners V is the general partner. Itasca Partners V is also a Minnesota limited partnership, of which Messrs. Haggerty, Lindahl and Still are the general partners. Mr. Haggerty is the President and CEO of Norwest Venture Capital, Inc. Messrs. Lindahl and Still are Vice Presidents of Norwest Venture Capital, Inc. The address of Norwest Venture Capital, Inc. is 2800 Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, MN 55479-3388. (d) During the last five years, none of the persons listed above has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the persons listed above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it 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 violations with respect to such laws. (f) Each of the entities listed above was organized under the laws of the state of Minnesota. Each of the natural persons listed above is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of Common Stock that are the subject of this statement are held of record by Norwest Equity Capital, L.L.C. and by Norwest Equity Partners V. Each of these entities used its working capital to acquire its respective shares. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock that are the subject of this statement are held of record by Norwest Equity Capital, L.L.C. and by Norwest Equity Partners V. Each of these entities acquired its respective shares for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) All reporting persons, as a group, may be deemed to beneficially own an aggregate of 957,541 shares of Common Stock. Norwest Equity Capital, L.L.C. is the record holder of 298,200 shares. Norwest Equity Partners V is the record holder of 659,341 shares. Messrs. Haggerty, Lindahl and Still may be deemed to beneficially own 957,541 shares by reason of their affiliation with Norwest Equity Capital, L.L.C. and Norwest Equity Partners V. See Item 2 for information concerning this affiliation. (b) Norwest Equity Capital, L.L.C. has sole voting and sole disposition power of the shares of Common Stock held of record by it. Norwest Equity Partners V has sole voting and sole disposition power of the shares of Common Stock held of record by it. (c) During the 60 days preceding the filing of this statement, there have been no transactions in the Common Stock that were effected by any reporting person, other than purchases made on the open market by Norwest Equity Capital, L.L.C., as follows: 01/22/97 - 100,000 shares @ $3.75/share 01/23/97 - 25,000 shares @ $4.00/share 01/27/97 - 10,000 shares @ $4.25/share 02/21/87 - 10,000 shares @ $4.25/share 02/28/97 - 20,000 shares @ $4.375/share 03/03/97 - 10,000 shares @ $4.375/share 03/04/97 - 15,000 shares @ $4.375/share 03/10/97 - 5,000 shares @ $4.375/share 03/11/97 - 6,000 shares @ $4.375/share 03/12/97 - 10,000 shares @ $4.375/share 03/13/97 - 27,200 shares @ $4.375/share Norwest Equity Partners V acquired the 659,341 shares of Common Stock held of record by it upon conversion of 659,341 shares of Polycom Inc.'s Series D preferred stock. The conversion occurred on April 30, 1996 in connection with Polycom, Inc.'s initial public offering. Norwest Equity Partners V acquired the shares of Series D preferred stock on May 17, 1995 for an aggregate purchase price of $3,000,000. (d) With the exception of the persons who are the holders of record of the shares of Common Stock listed above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the reporting persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. Date: March 20, 1997 NORWEST EQUITY CAPITAL, L.L.C. By: Itasca NEC, L.L.C. Its: Managing Member By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a managing member ITASCA NEC, L.L.C. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a managing member NORWEST EQUITY PARTNERS V By: Itasca Partners V Its: General Partner By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner ITASCA PARTNERS V By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner DANIEL J. HAGGERTY By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty JOHN E. LINDAHL By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for John E. Lindahl GEORGE J. STILL, JR. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for George J. Still, Jr. AGREEMENT The undersigned hereby agree that the statement on Schedule 13D to which this Agreement is attached, together with any amendments thereto, shall be filed by Norwest Equity Capital, L.L.C., Norwest Equity Partners V, Itasca Partners V, Itasca NEC, L.L.C., Daniel J. Haggerty, John E. Lindahl and George J. Still, Jr. Dated: March 20, 1997 NORWEST EQUITY CAPITAL, L.L.C. By: Itasca NEC, L.L.C. Its: Managing Member By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a managing member ITASCA NEC, L.L.C. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a managing member NORWEST EQUITY PARTNERS V By: Itasca Partners V Its: General Partner By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner ITASCA PARTNERS V By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner DANIEL J. HAGGERTY By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty JOHN E. LINDAHL By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for John E. Lindahl GEORGE J. STILL, JR. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for George J. Still 8 -----END PRIVACY-ENHANCED MESSAGE-----