Schedule 13D/A

-----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, FueCIfnhW+Fbkh5A8HB17bWwwX6Aw/egYoXmHWHVjpB/UAuNWq/0uwiaZIBNP/8M BaPI39s8Q6AowgPowjXJAw== 0001193125-06-041990.txt : 20060301 0001193125-06-041990.hdr.sgml : 20060301 20060301061628 ACCESSION NUMBER: 0001193125-06-041990 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLECTORS UNIVERSE INC CENTRAL INDEX KEY: 0001089143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330846191 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59779 FILM NUMBER: 06653040 BUSINESS ADDRESS: STREET 1: COLLECTORS UNIVERSE, INC. STREET 2: 1921 E. ALTON AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 9495671234 MAIL ADDRESS: STREET 1: COLLECTORS UNIVERSE, INC. STREET 2: 1921 E. ALTON AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

Collectors Universe, Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

19421R200

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“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. 19421R200


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund, L.P. – 35-2239069
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(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)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		280,736 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		280,736 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	280,736 Common Shares*
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)

	3.31%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund II, L.P. – 55-0908199
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(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)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		224,126 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		224,126 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	224,126 Common Shares*
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)

	2.64%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund III, L.P. – 11-3768779
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(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)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		39,831 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		39,831 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	39,831 Common Shares*
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)

	0.47%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.

- 4 -

SCHEDULE 13D

CUSIP No. 19421R200


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund GP, L.L.C. –37-1497874
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		544,693 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		544,693 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	544,693 Common Shares*
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)

	6.42%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 5 hereof.

- 5 -

SCHEDULE 13D

CUSIP No. 19421R200


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Partners Activist Value Fund, L.L.C. – 87-0733755
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		544,693 Common Shares*
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		544,693 Common Shares*
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	544,693 Common Shares*
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)

	6.42%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 5 hereof.

- 6 -

ITEM 1. Security and Issuer.

This statement amends the Schedule 13D (the “Schedule 13D”) filed on December 13, 2005 by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of Collectors Universe, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

1. ITEM 2 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 2. Identity and Background.

(a) - (f). On the dates set forth on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference, Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), acquired 39,831 Common Shares of the Company. The Schedule 13D is hereby amended to include SAVF III as a Reporting Person.

The general partner of SAVF III is Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF and SAVF II (the “General Partner”). As previously disclosed, Shamrock Partners Activist Value Fund, L.L.C. a Delaware limited liability company, is the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF III is investing in the securities of publicly traded small and micro-cap companies in the United States and, in connection therewith, co-investing with SAVF and SAVF II. The principal business of the General Partner is acting as general partner of SAVF, SAVF II and SAVF III (SAVF, SAVF II and SAVF III collectively are referred to herein as the “Shamrock Activist Value Fund”), and the principal business of Shamrock Partners is acting as the managing member of the General Partner. The controlling persons of SAVF III are the controlling persons of SAVF and SAVF II, which controlling persons were previously disclosed in the Schedule 13D.

2. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 15,171 Common Shares acquired by it since December 13, 2005 (the date of the filing of the Schedule 13D) was $214,409 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

- 7 -

The total amount of funds used by SAVF II to purchase the 43,800 Common Shares acquired by it since December 13, 2005 (the date of the filing of the Schedule 13D) was $626,478 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 39,831 Common Shares reported hereunder was $632,849 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

3. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4. Purpose of Transaction.

SAVF acquired 15,171 Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

SAVF II acquired 43,800 Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

SAVF III acquired 39,831 Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

The purposes of SAVF III’s investment in the Company are the same purposes as those disclosed in the Schedule 13D with respect to SAVF and SAVF II.

- 8 -

4. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other. SAVF is the owner of 280,736 Common Shares, which represents approximately 3.31% of the issued and outstanding Common Shares. SAVF II is the owner of 224,126 Common Shares, which represents approximately 2.64% of the issued and outstanding Common Shares. SAVF III is the owner of 39,831 Common Shares, which represents approximately 0.47% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 544,693 Common Shares, which represents approximately 6.42% of the issued and outstanding Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 544,693 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 6.42% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 544,693 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 6.42% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 544,693 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares.

Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 544,693 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

The percentages set forth in this response to Items 5(a) and 5(b) assume that 8,490,041 Common Shares were outstanding as of January 22, 2006, as represented by the Company in its Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on February 9, 2006.

(c) Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.

(d) Not applicable.

(e) Not applicable.

- 9 -

5. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.


		Document
Exhibit 3	—	Schedule of Transactions

Exhibit 4	—	Joint Filing Agreement, dated March 1, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

- 10 -

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 1, 2006


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

Exhibit Index


		Document
Exhibit 3	—	Schedule of Transactions

Exhibit 4	—	Joint Filing Agreement, dated March 1, 2006 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-3 2 dex3.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 3

Schedule of Transactions

SAVF Purchases:


Date	Number of Common Shares	Price Per Common Share in $US*
2/27/06	11,721	$	14.1274
2/28/06	3,450	$	14.1511

Total:	15,171

SAVF II Purchases:


Date	Number of Common Shares	Price Per Common Share in $US*
12/16/05	1,702	$	14.9982
12/19/05	5,000	$	14.8885
12/20/05	1,000	$	15.4800
12/21/05	1,100	$	15.0000
2/27/06	30,910	$	14.1274
2/28/06	4,088	$	14.1511

Total:	43,800

SAVF III Purchases:


Date	Number of Common Shares	Price Per Common Share in $US*
2/01/06	7,000	$	16.1868
2/02/06	7,000	$	16.4834
2/03/06	7,000	$	16.9457
2/10/06	5,000	$	15.8797
2/13/06	3,750	$	15.6673
2/14/06	3,750	$	15.4475
2/27/06	5,569	$	14.1274
2/28/06	762	$	14.1511

Total:	39,831

*	Excludes Brokerage Commissions

EX-4 3 dex4.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 4

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Collectors Universe, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto. This Agreement amends and entirely supercedes the Joint Filing Agreement dated December 13, 2005 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

Date:

March 1, 2006


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

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