-----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, Uum2bU1IuYvujH57QsKR5XQ37I2VWU+K+E7bz5lmBNFuhZEDeD9HyV1fhJVN1MSc L2+dK5QayMKRO3FhN1ZMDA== 0000902664-08-002769.txt : 20080918 0000902664-08-002769.hdr.sgml : 20080918 20080918162749 ACCESSION NUMBER: 0000902664-08-002769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080918 DATE AS OF CHANGE: 20080918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WENDYS INTERNATIONAL INC CENTRAL INDEX KEY: 0000105668 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310785108 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18977 FILM NUMBER: 081078648 BUSINESS ADDRESS: STREET 1: 4288 W DUBLIN GRANVILLE RD STREET 2: P O BOX 256 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147643100 MAIL ADDRESS: STREET 1: 4288 WEST DUBLIN-GRANVILLE ROAD STREET 2: P O BOX 256 CITY: DUBLIN STATE: OH ZIP: 43017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p08-1368sc13da.txt WENDY'S INTERNATIONAL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Amendment No. 15 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) WENDY'S INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 950590109 (CUSIP Number) Sandell Asset Management Corp. 40 West 57th Street 26th Floor New York, NY 10019 Attention: Richard Gashler, General Counsel 212-603-5700 With a Copy to: Marc Weingarten, Esq. Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10019 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 16, 2008 (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: |_|. (Continued on following pages) (Page 1 of 10 Pages) CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 2 OF 10 PAGES 1) NAME OF REPORTING PERSON Castlerigg Master Investments Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (see instructions) 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 British Virgin Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,916,013 shares of Common Stock EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (see instructions) OO CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 3 OF 10 PAGES 1) NAME OF REPORTING PERSON Sandell Asset Management Corp. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (see instructions) AF - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,916,013 shares of Common Stock EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (see instructions) CO CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 4 OF 10 PAGES 1) NAME OF REPORTING PERSON Castlerigg International Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (see instructions) AF - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,916,013 shares of Common Stock EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (see instructions) OO CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 5 OF 10 PAGES 1) NAME OF REPORTING PERSON Castlerigg International Holdings Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (see instructions) AF - ------------------------------------------------------------------------------ 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 - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,916,013 shares of Common Stock EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (see instructions) OO CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 6 OF 10 PAGES 1) NAME OF REPORTING PERSON Thomas E. Sandell - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (see instructions) AF - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Sweden - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,916,013 shares of Common Stock EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,916,013 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (see instructions) IN CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 7 OF 10 PAGES This Amendment No. 15 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 13, 2005, as amended by that certain Amendment No. 1 filed with the SEC on January 18, 2006, that certain Amendment No. 2 filed with the SEC on March 3, 2006, that certain Amendment No. 3 filed with the SEC on April 28, 2006, that certain Amendment No. 4 filed with the SEC on May 31, 2006, that certain Amendment No. 5 filed with the SEC on December 4, 2006, that certain Amendment No. 6 filed with the SEC on July 3, 2007, that certain Amendment No. 7 filed with the SEC on July 30, 2007, that certain Amendment No. 8 filed with the SEC on August 28, 2007, that certain Amendment No. 9 filed with the SEC on September 17, 2007, that certain Amendment No. 10 filed with the SEC on October 12, 2007, that certain Amendment No. 11 filed with the SEC on November 13, 2007, that certain Amendment No. 12 filed with the SEC on February 11, 2008, that certain Amendment No. 13 filed with the SEC on April 18, 2008 and that certain Amendment No. 14 filed with the SEC on April 30, 2008 (collectively, the "Statement") by and on behalf of the Reporting Entities (as defined in Item 2) and the Trian Entities (as defined in Item 2) with respect to the common stock, par value $0.10 per share (the "Common Stock"), of Wendy's International, Inc., an Ohio corporation (the "Company"), in order to disclose that (i) as more fully set forth in Items 2 and 4 below, the Reporting Entities have determined to no longer file a joint statement on Schedule 13D with the Trian Entities and (ii) the Reporting Entities ceased to be the beneficial owner of more than five percent of the issued and outstanding shares of Common Stock of the Company as of September 16, 2008. The principal executive offices of the Company are located at P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017. Item 2. IDENTITY AND BACKGROUND. ----------------------- Item 2 of the Statement is hereby amended and supplemented as follows: This Statement is being filed by Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell (each, a "Reporting Entity" and, collectively, the "Reporting Entities"). The Reporting Entities have previously reported together with Trian Partners GP, L.P., Trian Partners General Partner, LLC, Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (Non-ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund I General Partner, LLC, Trian Partners Parallel Fund II, L.P., Trian Partners Parallel Fund II GP, L.P., Trian Partners Parallel Fund II General Partner, LLC, Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter M. Way, Edward P. Garden, Jerry W. Levin and Triarc Companies, Inc. (collectively, the "Trian Entities") regarding their respective interests in the Common Stock because they might have been deemed to constitute a "group" with respect to such Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On September 16, 2008, Trian Fund Management, L.P. and Sandell Asset Management Corp. entered into a Termination Agreement ("Termination Agreement") pursuant to which the Agreement between Trian Fund Management, L.P. and Sandell Asset Management Corp., dated November 4, 2005, as amended (the "Agreement") was terminated, effective immediately, with certain provisions relating to expenses, indemnification, contribution and regulatory reporting surviving the termination, but each disclaim membership in any "group" for the foregoing purposes by reason of any continuing rights or obligations that may exist under the CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 8 OF 10 PAGES Agreement. As a result, the Reporting Entities disclaim membership in any "group" with the Trian Entities, for purposes of Section 13(d)(3) of the Exchange Act or otherwise, and will no longer be filing a joint Statement on Schedule 13D with the Trian Entities. Item 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 of the Statement is hereby amended and supplemented as follows: As discussed in Item 2 above, the Reporting Entities are no longer filing a joint statement on Schedule 13D with the Trian Entities. As of September 16, 2008, each of the Reporting Entities has ceased to be the beneficial owner of more than five percent of the issued and outstanding shares of Common Stock of the Company. On September 16, 2008, Sandell Asset Management Corp, and Trian Fund Management, L.P., entered into the Termination Agreement, terminating the parties' respective obligations under the Agreement. This description of the Termination Agreement is a summary only and is qualified by reference to the Termination Agreement, a copy of which was filed as Exhibit 23 to the Schedule 13D/A filed with the SEC by the Trian Entities on September 16, 2008 and is incorporated herein by reference. In view of the proposed acquisition of the Company by Triarc Companies, Inc., and the likelihood that this transaction will be completed regardless of any action taken by the Reporting Persons prior to the Company's next annual meeting of shareholders, the Reporting Persons have terminated the proxy granted to Trian Fund Management, L.P. pursuant to the Agreement. Each of the Reporting Entities continues to beneficially own the shares of Common Stock to which this Statement relates for investment purposes in the ordinary course of business pursuant to the investment strategies of Castlerigg Master Investments Ltd. Item 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ Item 5(e) of the Statement is hereby amended and restated as follows: (e) As a result of the Reporting Entities no longer being deemed to be a "group" with any of the Trian Entities, as more fully set forth in Items 2 and 4 above, each of the Reporting Entities ceased to be the beneficial owner of more than five percent of the issued and outstanding shares of Common Stock of the Company as of September 16, 2008, based on 88,104,018 shares of Common Stock issued and outstanding as of August 5, 2008, as reported in the Company's joint proxy statement/prospectus, filed by Triarc Companies, Inc. on Form S-4/A on August 14, 2008. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. -------------------------------------------------------- Item 6 of the Statement is hereby amended and supplemented as follows: In addition to the Termination Agreement, as discussed in Item 2 above, the Reporting Entities are parties to an agreement with respect to the joint filing of this Statement, and any amendments thereto. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Termination Agreement referenced as Exhibit 99.2 hereto (which incorporates by reference to Exhibit 23 to the Schedule 13D/A filed with the SEC by the Trian Entities on September 16, 2008), is also incorporated herein by reference. CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 9 OF 10 PAGES EXHIBIT NO. EXHIBIT DESCRIPTION Item 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Item 7 of the Statement is hereby amended and supplemented as follows: 99.1 Agreement of Joint Filing among Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell dated September 18, 2008 (which supersedes and replaces the Agreement of Joint Filing dated February 11, 2008, as previously filed as Exhibit 17 to the Schedule 13D/A filed with the SEC on February 11, 2008, with respect to the Reporting Entities). 99.2 Termination Agreement between Trian Fund Management, L.P. and Sandell Asset Management Corp., dated September 16, 2008 (incorporated by reference to Exhibit 23 to the Schedule 13D/A filed with the SEC by the Trian Entities on September 16, 2008). EXHIBITS 99.1 Agreement of Joint Filing among Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited and Thomas E. Sandell dated September 18, 2008 (which supersedes and replaces the Agreement of Joint Filing dated February 11, 2008, as previously filed as Exhibit 17 to the Schedule 13D/A filed with the SEC on February 11, 2008, with respect to the Reporting Entities). 99.2 Termination Agreement between Trian Fund Management, L.P. and Sandell Asset Management Corp., dated September 16, 2008 (incorporated by reference to Exhibit 23 to the Schedule 13D/A filed with the SEC by the Trian Entities on September 16, 2008). CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 10 OF 10 PAGES SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: September 18, 2008 CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP. By: Sandell Asset Management Corp., its Investment Manager By: /s/ Thomas E. Sandell --------------------- By: /s/ Thomas E. Sandell Name: Thomas E. Sandell --------------------- Title: Chief Executive Officer Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: Sandell Asset Management Corp., By: Sandell Asset Management Corp., its Investment Manager its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell --------------------- --------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer /s/ Thomas E. Sandell - --------------------- THOMAS E. SANDELL EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: September 18, 2008 CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP. By: Sandell Asset Management Corp., its Investment Manager By: /s/ Thomas E. Sandell --------------------- By: /s/ Thomas E. Sandell Name: Thomas E. Sandell --------------------- Title: Chief Executive Officer Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: Sandell Asset Management Corp., By: Sandell Asset Management Corp., its Investment Manager its Investment Manager By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell --------------------- --------------------- Name: Thomas E. Sandell Name: Thomas E. Sandell Title: Chief Executive Officer Title: Chief Executive Officer /s/ Thomas E. Sandell - --------------------- THOMAS E. SANDELL -----END PRIVACY-ENHANCED MESSAGE-----