-----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, K9Ugy7EJoLhidht4kRG0K6JXo3sYMws+Z4ZTWq9LUTdTo7+UwOv2ubW1XHIimSqB n9cYKz6oPhWQES8Z8VtS3g== 0001193125-03-017214.txt : 20030708 0001193125-03-017214.hdr.sgml : 20030708 20030707173407 ACCESSION NUMBER: 0001193125-03-017214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030708 GROUP MEMBERS: APOLLO ADVISORS IV, L.P. GROUP MEMBERS: APOLLO INVESTMENT FUND IV, L.P. GROUP MEMBERS: COYOTE ACQUISITION II LLC GROUP MEMBERS: COYOTE ACQUISITION LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO MANAGEMENT IV LP CENTRAL INDEX KEY: 0001206224 IRS NUMBER: 133983718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACER INTERNATIONAL INC CENTRAL INDEX KEY: 0001091735 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 620935669 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79108 FILM NUMBER: 03777520 BUSINESS ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 200 CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 8002254222 MAIL ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 200 CITY: WALNUT CREEK STATE: CA ZIP: 94596 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PACER INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69373H ------ (CUSIP Number) Michael D. Weiner Dominick P. DeChiara, Esq. Apollo Management IV, L.P. O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 1900 30 Rockefeller Plaza Los Angeles, CA 90067 New York, New York 10112 (310) 201-4100 (212) 408-2400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 2003 ------------ (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: 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 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 ("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). Page 1 of 12 Pages CUSIP Number 69373H - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO MANAGEMENT IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 12,142,075 SHARES PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 12,142,075 SHARES ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,142,075 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 2 of 12 Pages CUSIP Number 69373H - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO ADVISORS IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 12,142,075 SHARES PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 12,142,075 SHARES ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,142,075 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 3 of 12 Pages CUSIP Number 69373H - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO INVESTMENT FUND IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 NUMBER OF 7 SOLE VOTING POWER SHARES 9,741,580 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 SHARES PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 9,741,580 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 SHARES ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,741,580 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 4 of 12 Pages CUSIP Number 69373H - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COYOTE ACQUISITION LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 NUMBER OF 7 SOLE VOTING POWER SHARES 1,782,400 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 SHARES PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,782,400 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 SHARES ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,782,400 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- Page 5 of 12 Pages CUSIP Number 69373H - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COYOTE ACQUISITION II LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 NUMBER OF 7 SOLE VOTING POWER SHARES 618,095 SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 SHARES PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 618,095 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 SHARES ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,095 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- Page 6 of 12 Pages CUSIP Number 69373H The statement on Schedule 13D filed by Apollo Management IV, L.P., Apollo Advisors IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund IV, L.P., Coyote Acquisition LLC and Coyote Acquisition II LLC with the United States Securities and Exchange Commission on February 13, 2003 is hereby amended with respect to the items set forth below. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated to read in its entirety as follows: "This Schedule 13D/A is filed jointly by (i) Apollo Management IV, L.P. a Delaware limited partnership ("Management"), (ii) Apollo Advisors IV, L.P., a Delaware limited partnership ("Advisors"), (iii) Apollo Investment Fund IV, L.P., a Delaware limited partnership ("AIF"), (iv) Coyote Acquisition LLC, a Delaware limited liability company ("Coyote I"), and (v) Coyote Acquisition II LLC, a Delaware limited liability company ("Coyote II"). The foregoing entities are hereinafter referred to collectively as the "Reporting Persons." The principal office of each of the Reporting Persons is c/o Apollo Advisors IV, L.P., Two Manhattanville Road, Purchase, New York 10577. AIF, Coyote I and Coyote II are principally engaged in the business of investing in securities. Advisors, an affiliate of Management, is principally engaged in the business of serving as general partner of, and providing investment advice to, AIF and as managing general partner of Apollo Overseas Partners IV, L.P., a limited partnership registered in the Cayman Islands ("AOP"). The sole member of Coyote I is AIF and the sole member of Coyote II is AOP. Management is principally engaged in serving as manager of each of AIF, AOP, Coyote I and Coyote II and managing their day-to-day operations, including controlling the voting or disposition of any securities owned by such entities. Apollo Capital Management IV, Inc., a Delaware corporation ("ACM IV"), is the general partner of Advisors. ACM IV is principally engaged in the business of serving as the general partner of Advisors. AIF IV Management, Inc., a Delaware corporation ("AIF IV"), is the general partner of Management. AIF IV is principally engaged in serving as general partner to Management. The respective addresses of the principal office of ACM IV and AIF IV is c/o Apollo Management IV, L.P., Two Manhattanville Road, Purchase, New York 10577. Apollo Fund Administration IV, LLC, a Delaware limited liability company ("Administration") is the administrative general partner of AOP. Administration is principally engaged in the business of serving as administrative general partner of AOP. The principal place of business of Administration is c/o Apollo Advisors IV, L.P., Two Manhattanville Road, Purchase, New York 10577. Attached as Appendix A to Item 2 of the original Schedule 13D is certain information concerning the principals, executive officers, directors and principal shareholders of the Reporting Persons and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Neither the Reporting Persons nor any of the persons or entities referred to in Appendix A to Item 2 has, during the last five years, been convicted in a criminal proceeding Page 7 of 12 Pages CUSIP Number 69373H (excluding traffic violations and similar misdemeanors) or been 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 law." ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by inserting the following paragraphs prior to the last paragraph thereof: "On May 30, 2003, pursuant to the Registration Rights Agreement dated as of May 28, 1999, among Coyote I, Coyote II and the Issuer (the "Registration Rights Agreement"), AIF IV, Coyote I and Coyote II delivered a notice (the "Registration Request") to the Issuer requesting that the Issuer register up to 2,500,000 shares of the Issuer's common stock owned by AIF IV and Coyote II (the "Apollo Selling Stockholders") on a Form S-3 for sale to the public in an underwritten public offering. Upon receipt of the Registration Request, the Issuer delivered notice of such Registration Request to those stockholders of the Issuer entitled to incidental registration rights pursuant to the APL Shareholders' Agreement, the Management Shareholders' Agreement and the Investors Shareholders' Agreement. Certain of the stockholders requested registration of shares of common stock of the Issuer owned by them, and after consulting with the various selling stockholders and underwriters, the Issuer agreed to register up to 6,241,399 shares of common stock (2,500,000 shares of which are to be registered on behalf of the Apollo Selling Stockholders) for sale to the public in an underwritten public offering (the "Secondary Public Offering"). On July 2, 2003, the Issuer filed a Registration Statement on Form S-3 (SEC File No.: 333-106774)("the Form S-3 Registration Statement") for a public offering of 6,991,398 shares of common stock (7,690,539 shares if the underwriter's over-allotment is exercised in full) to be sold by the Apollo Selling Stockholders and the other selling stockholders named in the Form S-3 Registration Statement. Upon effectiveness of the Form S-3 Registration Statement, the Apollo Selling Stockholders expect to enter in to an underwriting agreement with the Issuer, the other selling stockholders and Credit Suisse First Boston LLC, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., UBS Securities LLC and BB&T Capital Markets, a division of Scott & Stringfellow, Inc. (the "Underwriting Agreement). At the closing of the offering contemplated by the Underwriting Agreement, the Apollo Selling Stockholders will sell 3,250,000 shares of the Issuer's common stock to the underwriters (or up to 3,575,000 shares if the underwriters' over-allotment option is exercised in full)." ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. Item 5 is hereby amended are restated in its entirety to read as follows: "The shares of common stock shown as beneficially owned by Management include the shares of common stock shown as beneficially owned by Coyote I, Coyote II and AIF. Each of Advisors and ACM IV may also be deemed to beneficially own the shares of common stock owned by Coyote I, Coyote II and AIF. Page 8 of 12 Pages CUSIP Number 69373H (a) Management and Advisors beneficially own 12,142,075 shares of common stock of the Issuer, which represents approximately 32.8% of the class. AIF beneficially owns 9,741,580 shares of common stock of the Issuer, which represents approximately 26.3% of the class. Coyote I beneficially owns 1,782,400 shares of common stock of the Issuer, which represents approximately 4.8% of the class. Coyote II beneficially owns 618,095 shares of common stock of the Issuer, which represents approximately 1.7% of the class. The percentage of the class beneficially owned by each Reporting Person is based on 36,978,183 shares of Issuer's common stock outstanding as represented to the Reporting Persons by the Issuer on June 26, 2003. (b) AIF, Coyote I and Coyote II have the sole power to vote or to direct the vote of or the sole power to dispose or to direct the disposition of 9,741,580, 1,782,400 and 618,095 shares of common stock of the Issuer, respectively. Management and Advisors have the shared power to vote or to direct the vote of or shared power to dispose or to direct the disposition of 12,142,075 and 12,142,075 shares of common stock of the Issuer, respectively. Beneficial ownership of all such securities was acquired as described in Item 3 and Item 4. Information concerning the identity and background of such persons who share in the power to vote or to direct the vote of or to dispose or direct the disposition of such common stock is as set forth in Item 2 and Appendix A to Item 2 and is incorporated herein by reference. The responses set forth in Item 4 are incorporated herein. (c), (d) and (e) None or not applicable. The following table lists the beneficial ownership of the Reporting Persons prior to and upon completion of the Secondary Public Offering:
No. of Shares and Beneficial No. of Shares Shares Sold if Ownership % if Current and Beneficial Underwriter's Underwriter's Beneficial Shares Sold Ownership % Over-Allotment Over-allotment Reporting Person Ownership in Offering After Offering Is Exercised in Full Is Exercised in Full - ---------------- --------- ----------- -------------- -------------------- -------------------- Apollo Management 12,142,075 3,250,000 8,892,075 / 24.0% 325,000 8,567,075 / 23.2% IV, L.P. Apollo Investment 9,741,580 3,084,493 6,657,087 / 18.0% 308,449 6,348,638 / 17.2% Fund IV, L.P. Coyote Acquisition LLC 1,782,400 0 1,782,400 / 4.8% 0 1,782,400 / 4.8% Coyote Acquisition II LLC 618,095 165,507 452,588 / 1.2% 16,551 436,037 / 1.2%
Page 9 of 12 Pages CUSIP Number 69373H Though the above table reports the beneficial ownership of all of the Reporting Persons, the only Reporting Persons selling shares in the Secondary Public Offering are AIF IV, which is selling 3,084,493 shares (3,392,942 shares if the underwriter's over-allotment is exercised in full), and Coyote II, which is selling 165,507 shares (182,058 shares if the underwriter's over-allotment is exercised in full)." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by inserting the following paragraph after the last paragraph thereof: "The selling stockholders in the Secondary Public Offering include MidOcean Capital Partners, LLC ("MidOcean," formerly known as BT Capital Investors, L.P.), and Pacer International Equity Investors, LLC ("PIEI"). If the underwriters' over-allotment is exercised in full, MidOcean and PIEI will cease to own shares of common stock of the Issuer, and the provisions of the Investors Shareholders' Agreement relating to rights or restrictions pertaining to shares of common stock of the Issuer owned by MidOcean and PIEI will be of no further force and effect. Upon completion of the Secondary Public Offering, the voting proxy granted to an executive officer of certain of the Reporting Persons pursuant to the Investors Shareholders' Agreement with respect to the shares owned by MidOcean and PIEI will cover a total of 35,266 shares (or zero (0) shares, and thus be of no further force and effect, if the underwriters' over-allotment is exercised in full)." Page 10 of 12 Pages CUSIP Number 69373H 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. Date: July 7, 2003 APOLLO MANAGEMENT IV, L.P. By: AIF IV Management, Inc. its general partner By: /s/ Michael D. Weiner ---------------------------------------- Name: Michael D. Weiner Title: Vice President Date: July 7, 2003 APOLLO ADVISORS IV, L.P. By: Apollo Capital Management IV, Inc. its general partner By: /s/ Michael D. Weiner ---------------------------------------- Name: Michael D. Weiner Title: Vice President Date: July 7, 2003 APOLLO INVESTMENT FUND IV, L.P. By: Apollo Advisors IV, L.P. its general partner By: Apollo Capital Management IV, Inc. its general partner By: /s/ Michael D. Weiner ---------------------------------------- Name: Michael D. Weiner Title: Vice President Page 11 of 12 Pages CUSIP Number 69373H Date: July 7, 2003 COYOTE ACQUISITION LLC By: Apollo Management IV, L.P. as manager By: AIF IV Management, Inc. its general partner By: /s/ Michael D. Weiner ---------------------------------------- Name: Michael D. Weiner Title: Vice President Date: July 7, 2003 COYOTE ACQUISITION II LLC By: Apollo Management IV, L.P. as manager By: AIF IV Management, Inc. its general partner By: /s/ Michael D. Weiner ---------------------------------------- Name: Michael D. Weiner Title: Vice President Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----