-----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, E0jHza3q4zANtiu2Utux35pQiTQGbZbcN3lp+xVNu5LamLe4i3Cql6m23fiBwUt9 Pn/+cne77shV3Oj5gGSpBw== 0001104659-07-011065.txt : 20070214 0001104659-07-011065.hdr.sgml : 20070214 20070214131915 ACCESSION NUMBER: 0001104659-07-011065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: CYNTHIA V. DOGGETT GROUP MEMBERS: EVELYN C. MACDONALD FAMILY TRUST FOR STEWART MACDONALD GROUP MEMBERS: STEWART G. MACDONALD, JR. 1984 TRUST GROUP MEMBERS: THE NEW CENTURY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDONALD STEWART GRAY JR CENTRAL INDEX KEY: 0001055341 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6174924040 MAIL ADDRESS: STREET 1: C/O MAC-GRAY CORP STREET 2: 22 WATER ST CITY: CAMBRIDGE STATE: MA ZIP: 02141 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53449 FILM NUMBER: 07617391 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-487-7600 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 SC 13G/A 1 a07-4357_3sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

Mac-Gray Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

554153-10-6

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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).

 




 

 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stewart Gray MacDonald, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
217,632

 

6.

Shared Voting Power
1,287,585

 

7.

Sole Dispositive Power
217,632

 

8.

Shared Dispositive Power
1,854,252

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,071,884

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.8%
( Based upon 13,076,149 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006.)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

 

2




 

CUSIP No. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cynthia V. Doggett

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
138,334

 

6.

Shared Voting Power
1,366,883

 

7.

Sole Dispositive Power
138,334

 

8.

Shared Dispositive Power
1,933,550

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,071,884

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.8%
( Based upon 13,076,149 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006.)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3




 

CUSIP No. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
566,667

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
566,667

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
566,667

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.3%
( Based upon 13,076,149 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006.)

 

 

12.

Type of Reporting Person (See Instructions)
OO (Trust)

 

4




 

CUSIP No. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Stewart G. MacDonald, Jr. 1984 Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
626,608

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
626,608

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
626,608

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.8%
( Based upon 13,076,149 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006.)

 

 

12.

Type of Reporting Person (See Instructions)
OO (Trust)

 

5




 

CUSIP No. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The New Century Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
383,011

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
383,011

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
383,011

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.9%
( Based upon 13,076,149 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006.)

 

 

12.

Type of Reporting Person (See Instructions)
OO (Trust)

 

6




 

 

 

Item 1.

 

(a)

Name of Issuer
Mac-Gray Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
404 Wyman Street, Suite 400
Waltham, Massachusetts 02451

 

Item 2.

 

(a)

Name of Person Filing
1.       Stewart Gray MacDonald, Jr.
2.       Cynthia V. Doggett
3.       The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.
4.       The Stewart G. MacDonald, Jr. 1984 Trust
5.       The New Century Trust
The persons enumerated in this Item 2(a) are sometimes hereinafter referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.” Pursuant to the filing of this Schedule 13G, the Reporting Persons have executed that certain Joint Filing Agreement attached as EXHIBIT B hereto.

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Mac-Gray Corporation
404 Wyman Street, Suite 400
Waltham, Massachusetts 02451

 

(c)

Citizenship
Each Reporting Person who is an individual has United States citizenship. Each Reporting Person that is a trust is incorporated within the Commonwealth of Massachusetts.

 

(d)

Title of Class of Securities
Common Stock, $0.01 Par Value

 

(e)

CUSIP Number
554153-10-6

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

 

7




 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

A total of 13,076,149 shares of common stock, $0.01 par value (the “Common Stock”) of Mac-Gray Corporation (the “Company”) were reported in the Company’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2006 as issued and outstanding as of the close of business on November 13, 2006. Statements describing the aggregate amounts of such Common Stock beneficially owned by each Reporting Person, and the number of such shares as to which such Reporting Person has (i) sole voting power, (ii) shared voting power, (iii) sole dispository power, and (iv) shared dispository power are made in the Tables listed in EXHIBIT A attached hereto. The percentage of the class of Common Stock represented by the aggregate amount of shares beneficially owned by each respective Reporting Person is as indicated on Item 9 of the cover page for each such Reporting Person included in this Schedule.

 

BACKGROUND INFORMATION FOR ITEM 4.

 

Each Reporting Person, either in its capacity as direct owner of Common Stock or as settlor, trustee or beneficiary (as the case may be) of certain trusts (described further below) that hold Common Stock, has voting and or dispository power over shares of Common Stock held subject to the terms of a stockholders’ agreement dated as of June 26, 1997 (the “Stockholders’ Agreement”). The Stockholders’ Agreement is filed as Exhibit 10.2 to the Company’s Form S-1 Registration Statement, as amended, filed with the Securities and Exchange Commission (File No. 333- 33669), (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended. Given the terms of the Stockholders’ Agreement (as described below), the Reporting Persons and the other persons party thereto might be deemed to constitute a “group” holding beneficial ownership of an aggregate total of approximately 45% of the Company’s Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. However, each Reporting Person disclaims that such Person has agreed to act as a group with the other parties to the Stockholders’ Agreement (other than to the extent described in this statement) and such Person disclaims beneficial ownership of shares of Common Stock of the Company other than the amounts of shares reported for each respective Reporting Person in EXHIBIT A attached hereto.

 

The parties to the Stockholders’ Agreement are the Company and its stockholders Mr. Stewart G. MacDonald, Jr., Ms. Sandra E.  MacDonald, Mr. Daniel W. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. (1), The Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o of Daniel W. MacDonald, The Stewart G. MacDonald, Jr. 1984 Trust (2), The Daniel W. MacDonald Revocable Living Trust, the New Century Trust (3), the Richard G. MacDonald 2004 Irrevocable Trust dated April 23, 2004, The Sandra E. MacDonald 2005 Grantor Retained Annuity Trust dated August 10, 2005, The Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST Trust-1997, The Robert C. MacDonald GST Trust-1997, The Whitney E. MacDonald Gift Trust, The Jonathan S. MacDonald Gift Trust, The Robert C. MacDonald Gift Trust, Cynthia V. Doggett and certain other holders (who hold in aggregate a de minimis fraction of the issued and outstanding Common Stock). The Stockholders’ Agreement gives the parties thereto rights of first offer to purchase shares offered for sale by another stockholder who is a party thereto, as well as providing the Company with rights of second offer to purchase such shares. The Stockholders’ Agreement also conveys certain demand and “piggy-back” registration rights to the parties thereto.

 

8




 

 

FOOTNOTES TO ITEM 4:

(1)            The trustees for The Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. (the “SGM Trust”) are R. Robert Woodburn, Jr., Peter C. Bennett (collectively, the “Independent Trustees”) and Stewart G. MacDonald, Jr., who is also the sole beneficiary of the SGM Trust. Only the Independent Trustees exercise and share voting power over the shares of Common Stock held by the SGM Trust. Each of the Independent Trustees and Stewart G. MacDonald, Jr. share power to dispose of the shares held by the SGM Trust.

(2)           The trustees for The Stewart G. MacDonald, Jr. 1984 Trust (the “SGM 1984 Trust”) are Stewart G. MacDonald, Jr. and Cynthia V. Doggett. The trustees share voting and dispository power with respect to the shares of Common Stock held by the SGM 1984 Trust. Stewart G. MacDonald, Jr. is the sole beneficiary of the SGM 1984 Trust.

(3)           The trustees of the New Century Trust are Cynthia V. Doggett and Gilbert M. Roddy, Jr. The beneficiaries of the New Century Trust are minor issue of Stewart G. MacDonald, Jr. and have no rights or power to vote or dispose of the shares of Common Stock held by the New Century Trust. The settlor of the New Century Trust is Stewart G. MacDonald, Jr., who retains the right to replace shares of Common Stock held by the New Century Trust with property of equivalent value.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

9




 

Signature

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: February 14, 2007

 

By:

/s/ Stewart G. MacDonald, Jr.

 

 

 

 

Stewart G. MacDonald, Jr., individually and as

 

 

 

 

Trustee of the Evelyn C. MacDonald Family Trust

 

 

 

 

f/b/o Stewart G. MacDonald, Jr. and as Trustee of

 

 

 

 

the Stewart G. MacDonald, Jr. 1984 Trust and as

 

 

 

 

Settlor of the New Century Trust

 

 

 

 

 

 

 

By:

 

/s/ Cynthia V. Doggett

 

 

 

 

Cynthia V. Doggett, individually and as Trustee of

 

 

 

 

the New Century Trust and as Trustee of the Stewart G. MacDonald, Jr. 1984 Trust

 

 

 

 

 

 

 

By:

 

/s/ Gilbert M. Roddy

 

 

 

 

Gilbert M. Roddy, as Trustee of the New Century Trust

 

 

 

 

10




 

EXHIBIT A

NAME:  Stewart Gray MacDonald, Jr.

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

217,632

 

Direct

 

NO

Total Sole Voting Power

 

217,632

 

 

 

 

Shared Voting Power

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee and beneficiary

 

NO

 

 

383,011

 

By the New Century Trust as settlor with right to replace trust shares with property of equivalent value

 

YES

 

 

138,334

 

By Cynthia V. Doggett, wife of the Reporting Person

 

YES

 

 

139,632

 

By the minor children of the Reporting Person

 

YES

Total Shared Voting Power

 

1,287,585

 

 

 

 

Sole Dispositive Power

 

217,632

 

Direct

 

NO

Total Sole Dispositive Power

 

217,632

 

 

 

 

Shared Dispositive Power

 

566,667

 

By the Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. as co-trustee and beneficiary

 

NO

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee and beneficiary

 

NO

 

 

383,011

 

By the New Century Trust as settlor with right to replace trust shares with property of equivalent value

 

YES

 

 

138,334

 

By Cynthia V. Doggett, wife of the Reporting Person

 

YES

 

 

139,632

 

By the minor children of the Reporting Person

 

YES

Total Shared Dispositive Power

 

1,854,252

 

Aggregated Beneficial Ownership:

 

2,071,884

 

11




 

NAME:  Cynthia V. Doggett

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

138,334

 

Direct

 

NO

Total Sole Voting Power

 

138,334

 

 

 

 

Shared Voting Power

 

217,632

 

By Stewart G. MacDonald, Jr., the husband of the Reporting Person

 

YES

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee with Stewart G.MacDonald, Jr.

 

YES

 

 

383,011

 

By the New Century Trust as co-trustee with Gilbert M. Roddy

 

YES

 

 

139,632

 

By the minor children of the Reporting Person

 

YES

Total Shared Voting Power

 

1,366,883

 

 

 

 

Sole Dispositive Power

 

138,334

 

Direct

 

NO

Total Sole Dispositive Power

 

138,334

 

 

 

 

Shared Dispositive Power

 

217,632

 

By Stewart G. MacDonald, Jr., the husband of the Reporting Person

 

YES

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee with Stewart G. MacDonald, Jr.

 

YES

 

 

383,011

 

By the New Century Trust as co-trustee with Gilbert M. Roddy

 

YES

 

 

566,667

 

By the Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. as spouse of the beneficiary

 

 

 

 

139,632

 

By the minor children of the Reporting Person

 

YES

Total Shared Dispositive Power

 

1,933,550

 

Aggregate Beneficial Ownership:

 

2,071,884

 

12




 

NAME:  The Evelyn C. MacDonald Family Trust for the benefit of Stewart G.  MacDonald, Jr.

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

566,667

 

Direct

 

NO

Total Sole Voting Power

 

566,667

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

566,667

 

Direct

 

NO

Total Sole Dispositive Power

 

566,667

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

566,667

 

13




 

NAME:  The Stewart G. MacDonald, Jr. 1984 Trust

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

626,608

 

 

 

NO

Total Sole Voting Power

 

626,608

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

626,608

 

 

 

NO

Total Sole Dispositive Power

 

626,608

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

626,608

 

14




 

NAME:  The New Century Trust

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

383,011

 

 

 

 

Total Sole Voting Power

 

383,011

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

383,011

 

 

 

 

Total Sole Dispositive Power

 

383,011

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

383,011

 

15




 

EXHIBIT B

JOINT FILING AGREEMENT

This will confirm the agreement by Stewart Gray MacDonald, Jr., Cynthia V. Doggett, The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr., The Stewart G. MacDonald, Jr. 1984 Trust, and the New Century Trust (collectively, the “Reporting Persons”) in connection with that certain Schedule 13G to be filed on or about February 14, 2007, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Mac-Gray Corporation (the “Company”) pertaining to the beneficial ownership by the Reporting Persons of shares of such Common Stock (the “Schedule 13G”). The undersigned hereby agree with respect to such filing on Schedule 13G as follows:

(i) No Reporting Person nor any representative of any Reporting Person makes any representation with respect to, nor bears any responsibility for, any of the information set forth with respect to any other “person” who or which is or becomes a party to or a member of any “group” (as such terms are defined and used in Section 13(g) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G promulgated thereunder) for whom or which information is included in such Schedule 13G.

(ii) Subject to paragraph (i) above, the undersigned hereby confirm the agreement by and among each of them that the Schedule 13G is being filed on behalf of each of the parties named below.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 14, 2007

By:

 

/s/ Stewart G. MacDonald, Jr.

 

 

 

 

Stewart G. MacDonald, Jr., individually and as

 

 

 

 

Trustee of the Evelyn C. MacDonald Family Trust

 

 

 

 

f/b/o Stewart G. MacDonald, Jr. and as Trustee of

 

 

 

 

the Stewart G. MacDonald, Jr. 1984 Trust and as

 

 

 

 

Settlor of the New Century Trust

 

 

 

 

 

 

 

By:

 

/s/ Cynthia V. Doggett

 

 

 

 

Cynthia V. Doggett, individually and as Trustee of

 

 

 

 

the New Century Trust and as Trustee of the Stewart

 

 

 

 

G. MacDonald, Jr. 1984 Trust

 

 

 

 

 

 

 

By:

 

Gilbert M. Roddy

 

 

 

 

Gilbert M. Roddy, as Trustee of the New Century

 

 

 

 

Trust

 

 

 

16



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