-----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, A7CIM5krwoxCXAexXqYhahKsAwUbvDsinhYyH63mpVsxtX3/RQnk+scfen9PEQr5 gHYXkoAk62FIx+Jd3dKVYg== 0001104659-05-028741.txt : 20050617 0001104659-05-028741.hdr.sgml : 20050617 20050617141738 ACCESSION NUMBER: 0001104659-05-028741 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 GROUP MEMBERS: FIREBRAND PARTNERS, LLC GROUP MEMBERS: GJK CAPITAL MANAGEMENT, LLC GROUP MEMBERS: GLENHILL CAPITAL LP GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS GP, LTD. GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P. GROUP MEMBERS: GLENN J. KREVLIN GROUP MEMBERS: KREVLIN ADVISORS, LLC GROUP MEMBERS: MARTIN MCCLANAN GROUP MEMBERS: MICHAEL L. MEYER GROUP MEMBERS: R. IAN CHAPLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDENVELOPE INC CENTRAL INDEX KEY: 0001236038 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 330844285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79277 FILM NUMBER: 05902615 MAIL ADDRESS: STREET 1: 201 SPEAR ST STREET 2: 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLOWAY SCOTT CENTRAL INDEX KEY: 0001261993 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O BRAND FARM STREET 2: 42 W 15TH STREET # 2 CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 a05-10964_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  6)*

RedEnvelope, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

75733R 60 1

(CUSIP Number)

 

Scott Galloway

42 W. 15th Street, #2

New York, NY 10011

(917) 567-2841

 

With a copy to:

 

Stuart G. Stein, Esq.

Hogan & Hartson L.L.P.

555 13th Street, N.W.

Washington, D.C. 22201

(202) 637-8575

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

 

June 15, 2005

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 



 

CUSIP No. 75733R 60 1 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Scott Galloway

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF, AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,090,445

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,090,445

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,090,445

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
12.4(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
R. Ian Chaplin

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
409,768(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
409,768(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
409,768(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
4.6(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  These shares are held jointly by Mr. Chaplin and his spouse.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Martin McClanan

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
20,963(1)

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
20,963(1)

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
20,963(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0.2(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes options to purchase 15,714 shares, all of which are presently exercisable.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael L. Meyer

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
65,066

 

8.

Shared Voting Power 
9,103(1)

 

9.

Sole Dispositive Power 
65,066

 

10.

Shared Dispositive Power 
9,103(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
74,169(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0.8(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)  Includes 9,103 shares held of record by Mr. Meyer’s spouse.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Firebrand Partners, LLC

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
857,500

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
857,500

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenn J. Krevlin

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
857,500

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
857,500

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN, HC

 


(1)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Krevlin Advisors, LLC        13-4153005

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
857,500

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
857,500

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(1)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 


(1)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GJK Capital Management, LLC          13-4146739

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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 
857,500(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
857,500(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC

 


(1)  GJK Capital Management LLC, is the general partner of one of the Class A members of Firebrand, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital LP                13-4149785

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

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 
857,500(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
857,500(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(2)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)  Glenhill Capital LP is a Class A member of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital Overseas GP, Ltd.                             98-0426124

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
857,500(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
857,500(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)  Glenhill Capital Overseas GP, Ltd. is the general partner of one of the Class A members of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Glenhill Capital Overseas Master Fund, L.P.           98-0426132

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
857,500(1)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
857,500(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
857,500(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.7(2)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)  Glenhill Capital Overseas Master Fund, L.P. is a Class A member of Firebrand Partners, LLC.  The shares reported consist of the shares held by Firebrand Partners, LLC.

(2)  Based upon 8,819,892 shares outstanding, as reported in RedEnvelope, Inc.’s Form 10-Q for the quarter ended December 26, 2004.

 

12



 

This Amendment No. 6 amends (a) the Schedule 13D filed on June 30, 2004 (the “Initial Schedule 13D”) by Scott Galloway, R. Ian Chaplin, Martin McClanan and Michael L. Meyer (the “Original Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”) of RedEnvelope, Inc. (the “Issuer”), (b) Amendment No. 1 to the Initial Schedule 13D, filed on July 12, 2004, (c) Amendment No. 2 to the Initial Schedule 13D, filed on July 16, 2004, (d) Amendment No. 3 to the Initial Schedule 13D, filed on May 12, 2005, (e) Amendment No. 4 to the Initial Schedule 13D, filed on May 31, 2005 and (f) Amendment No. 5 to the Initial Schedule 13D, filed on June 14, 2005.  References to this “Schedule 13D” are to the Initial Schedule 13D as amended by the aforementioned amendments.

 

Amendment No. 4 to the Initial Schedule 13D added Firebrand Partners, LLC, a Delaware limited liability company (“Firebrand”) and its affiliates (collectively, the “New Reporting Persons”) as additional reporting persons.  References in this Schedule 13D to the “Reporting Persons” are to the Original Reporting Persons and the New Reporting Persons collectively.  Other capitalized terms used in this Amendment No. 6 without definition have the meanings given to them in the Initial Schedule 13D.

 

Item 3.    Source and Amount of Funds or Other Consideration

 

With the exception the shares of Common Stock acquired by Mr. Galloway through Firebrand Partners, LLC, each of the Original Reporting Persons acquired the shares of Common Stock beneficially owned by him over the past several years with his own personal funds.

 

Mr. Galloway, Glenhill Capital and Overseas Master formed Firebrand for the purpose of investing in shares of the Issuer.  Mr. Galloway contributed personal funds to Firebrand, and each of Glenhill Capital and Overseas Master contributed funds from its partners’ contributed capital to Firebrand.  Firebrand may acquire additional shares of Common Stock and will fund any such purchases with additional contributions from its members. Firebrand did not purchase any of the Common Stock with borrowed funds.

 

13



 

Item 5.    Interest in Securities of the Issuer

 

The information required to be disclosed pursuant to paragraphs (a) and (b) of this Item 5 are incorporated by reference to the cover pages of this Schedule 13D.  The Reporting Persons collectively  beneficially own an aggregate of 1,595,345 shares of Common Stock, constituting approximately 18.1% of the Common Stock outstanding, based upon the number of shares reported as issued and outstanding in the Issuer’s Form 10-Q for the quarter ended December 26, 2004.

 

(c)           Since the filing of Amendment No. 5 to the Initial Schedule 13D, Firebrand purchased (i) 90,000 shares of Common Stock at $10.06 per share on June 15, 2005 and (ii) 13,500 shares of Common Stock at $10.20 per share on June 16, 2005.

 

14



 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: June 17, 2005

 

 

/s/ Scott Galloway

 

 

Scott Galloway

 

 

 

 

 

/s/ R. Ian Chaplin*

 

 

R. Ian Chaplin

 

 

 

 

 

/s/ Martin McClanan*

 

 

Martin McClanan

 

 

 

 

 

/s/ Michael L. Meyer*

 

 

Michael L. Meyer

 

 

 

 

 

Firebrand Partners, LLC

 

 

 

 

 

 

/s/ Scott Galloway

 

 

Scott Galloway, Manager

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin

 

 

 

 

 

Krevlin Advisors, LLC

 

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

 

 

 

 

GJK Capital Management, LLC

 

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

15



 

 

Glenhill Capital LP

 

By:

GJK Capital Management, LLC, its
General Partner

 

 

By:

Krevlin Advisors, LLC, its
Managing Member

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Managing Member

 

 

 

 

 

Glenhill Capital Overseas GP, Ltd.

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Director

 

 

 

 

 

Glenhill Overseas Master Fund, L.P.

 

By:

Glenhill Capital Overseas GP, Ltd., its
General Partner

 

 

 

 

 

/s/ Glenn J. Krevlin

 

 

Glenn J. Krevlin, Director

 


* By power of attorney included in Amendment No. 2 to the Initial Schedule 13D, filed with the Securities and Exchange Commission on July 16, 2004.

 

 

/s/ Scott Galloway

 

Scott Galloway

Attorney-in-Fact

 

16


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