-----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, HURkyympFMT4b4uGQOncIMJWOavKn9zXIP3reRFpUUYsdmhj3qVIxcgus3oRamTC N1tV+GiiBVYZgHRhOOdo0g== 0001104659-08-006738.txt : 20080204 0001104659-08-006738.hdr.sgml : 20080204 20080204082551 ACCESSION NUMBER: 0001104659-08-006738 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Coleman Cable, Inc. CENTRAL INDEX KEY: 0001323653 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 364410887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82749 FILM NUMBER: 08570438 BUSINESS ADDRESS: STREET 1: 1530 SHIELDS DRIVE CITY: WAUKEGAN STATE: IL ZIP: 60085 BUSINESS PHONE: (847) 672-2300 MAIL ADDRESS: STREET 1: 1530 SHIELDS DRIVE CITY: WAUKEGAN STATE: IL ZIP: 60085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D 1 a08-3747_1sc13d.htm SC 13D

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

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

 

Coleman Cable, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

193459302

(CUSIP Number)

 

Brian M. Kabot

SCSF Equities, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

(561) 394-0550

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

 

-with a copy to-

Gerald T. Nowak

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL  60601

(312) 861-2000

 

January 24, 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 §§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 Rule 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.   193459302

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SCSF Equities, LLC                                   20-2978626

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No.   193459302

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Offshore Fund, Ltd.                             20-4202392

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

CUSIP No.   193459302

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Fund, LP                                20-0768577

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No.   193459302

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Advisors, LP                                   20-0768517

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No.   19345302

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities, LLC                               20-0768441

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

6



 

CUSIP No.   193459302

 

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

CUSIP No.   193459302

 

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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 (See Item 5)

 

8.

Shared Voting Power
992,900 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
992,900 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
992,900 (See Item 5)

 

 

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)
5.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

Item 1.                               Security and Issuer

The class of equity security to which this statement relates is the common stock, $0.001 par value (the “Common Stock”), of Coleman Cable, Inc. a Delaware corporation (the “Issuer”).  The principal executive office of the Issuer is located at:

 

1530 Shields Drive

Waukegan, Illinois 60085

 

Item 2.                               Identity and Background

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”).  Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund, which in turn is the managing member of SCSF Equities.  Leder and Krouse may each be deemed to control Sun Offshore Fund by virtue of being the only two directors of Sun Offshore Fund.  Sun Offshore Fund, in turn, owns a majority of the membership interests of SCSF Equities.  SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse are collectively referred to as the “Reporting Persons.”

 

The principal business address of each of the Reporting Persons is 5200 Town Center Circle, Suite 600, Boca Raton, Florida 33486.

 

SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun Capital Securities are each principally engaged in making investments.  Leder and Krouse are principally engaged in merchant banking and the acquisition and operation of middle market companies.

 

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has 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 laws.

 

9



 

Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.

 

Item 3.                               Source and Amount of Funds or Other Consideration

The Reporting Persons are all affiliated with Sun Securities Fund and Sun Offshore Fund, which are private equity funds formed for the purpose of making investments in public and private securities.  The source of funds is capital committed by the limited partners of these funds, who are not themselves necessarily affiliates of the funds.

 

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

 

Item 4.                               Purpose of Transaction

The shares of Common Stock were acquired as part of the proprietary trading strategy of the Reporting Persons.  The Reporting Persons intend to optimize the value of their investments and, therefore, will review from time to time the Issuer’s business affairs, financial position, and contractual rights and obligations.  Based on such evaluation and review, as well as general economic, industry, and market conditions existing at the time, the Reporting Persons may consider from time to time various alternative courses of action.  Such actions may include the acquisition or disposition of Common Stock or other securities through open market transactions, privately negotiated transactions, a tender offer, a merger, an exchange offer, or otherwise.  As part of monitoring their investments, the Reporting Persons may also, from time to time, seek to meet with and have discussions with the Issuer’s management and directors and, further, may communicate with other holders of Common Stock to understand their views of the Issuer’s operating strategy and financial performance.  Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

 

Item 5.                               Interest in Securities of the Issuer

(a) — (b)  On January 24, 2008, the Reporting Persons purchased shares of Common Stock increasing the total number of shares owned by the Reporting Persons to 854,100 shares of Common Stock, or approximately 5.1% of the Issuer’s outstanding Common Stock.  Since January 24, 2008, the Reporting Persons have purchased 138,800 additional shares of Common Stock. As of the date hereof, the Reporting Persons beneficially own and have shared power to vote and shared power of disposition over 992,900 shares of Common Stock of the Issuer, or approximately 5.9% of the Issuer’s outstanding Common Stock.

 

10



 

(c)                                  The dates of the transactions, the amounts of such securities involved in such transactions, and the average price per share of Common Stock for such transactions on such dates for all purchases and sales of Common Stock made by the Reporting Persons in the past 60 days are set forth in SCHEDULE B attached hereto.  Unless otherwise indicated on SCHEDULE B, all transactions were effected by SCSF Equities and were open market purchases on the New York Stock Exchange.

 

(d)                                 Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

 

(e)                                  Inapplicable.

 

Item 6.                               Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.                               Materials to be Filed as Exhibits

Exhibit A                       Joint Filing Agreement, dated February 4, 2008, by and among each of the Reporting Persons.

 

Exhibit B                         Power of Attorney, granted July 12, 2007, by each of the Reporting Persons in favor of Brian M. Kabot.

 

11



 

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 4, 2008

SCSF Equities, LLC

 

 

By:

 

*

 

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities Offshore Fund, Ltd.

 

 

 

 

 

By:

 

*

 

 

 

Name:

Marc J. Leder

 

Its:

Director

 

 

 

 

Sun Capital Securities Fund, LP

 

 

 

 

 

By:

Sun Capital Securities Advisors, LP

 

 

Its:

General Partner

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

By:

 

*

 

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities Advisors, LP

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

By:

 

*

 

 

 

Name:

Marc J. Leder

 

 

Its:

Co-CEO

 

 

 

 

 

Sun Capital Securities, LLC

 

 

 

 

 

By:

 

*

 

 

 

Name:

Marc J. Leder

 

 

Its:

Co-CEO

 

 

 

 

 

 

*

 

 

 

Name:

Marc J. Leder

 

 

 

 

 

 

*

 

 

 

Name:

Rodger R. Krouse

 

 

12



 

The undersigned, by signing his name hereto, does sign and execute this Schedule 13D pursuant to the Power of Attorney executed by the above Reporting Persons and filed herewith on behalf of the Reporting Persons.

 

Dated: February 4, 2008

*By:

  /s/ Brian M. Kabot

Attorney in Fact

 

 

Brian M. Kabot

 

13



 

SCHEDULE A

SCSF EQUITIES, LLC

Set forth below is the name and business address of each manager of SCSF Equities.  Each such person is a citizen of the United States of America.

Name

 

Title

 

Address

Marc J. Leder

 

Co-CEO

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

Rodger R. Krouse

 

Co-CEO

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

 

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.

Set forth below is the name and business address of each manager of Sun Offshore Fund.  Each such person is a citizen of the United States of America.

Name

 

Title

 

Address

Marc J. Leder

 

Director

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

Rodger R. Krouse

 

Director

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

 

SUN CAPITAL SECURITIES, LLC

Set forth below is the name and business address of each manager of Sun Capital Securities.  Each such person is a citizen of the United States of America.

Name

 

Title

 

Address

Marc J. Leder

 

Co-CEO

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

Rodger R. Krouse

 

Co-CEO

 

5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

 

14



 

Annex I

Background Information Regarding Affiliates of the Reporting Persons Having
No Direct or Indirect Beneficial Ownership of Common Stock of the Issuer

Sun Capital Partners, Inc. (“Sun Capital”), an affiliate of the Reporting Persons (with no direct or indirect beneficial ownership or other voting or dispositive power or pecuniary interest in any investments made by the Reporting Persons in the Common Stock), is a leading private investment firm focused on equity, debt and other investments in multi-sector, market-leading companies that can benefit from its in-house operating professionals, experience and network.  Sun Capital’s affiliates typically invest in companies which have a leading market position and name/brand recognition in their industry, long-term competitive advantages, and significant barriers to entry.  Since Sun Capital’s inception in 1995, its affiliates have invested in and managed more than 145 companies worldwide in a broad and diverse range of industries, including paper and packaging, food and beverages, metals and mining, automotive after-market parts, consumer products, financial services, healthcare, media and communications, building products, telecommunications, technology, retailing and catalogs, filmed entertainment, restaurants, manufacturing and industrial. Sun Capital has offices in Boca Raton, Los Angeles and New York, as well as affiliates with offices in London, Tokyo, and Shenzhen.

 

15



 

SCHEDULE B

Transactions in the Common Stock of Issuer by Reporting Persons in the past 60 days

Date
of Transaction

 

Shares
Purchased

 

Average Purchase
Price per Share

 

12/6/2007

 

20,000

 

$

10.71

 

12/7/2007

 

20,000

 

$

10.61

 

12/10/2007

 

20,000

 

$

10.53

 

12/11/2007

 

34,100

 

$

10.12

 

12/12/2007

 

40,000

 

$

9.86

 

12/13/2007

 

20,000

 

$

9.64

 

12/14/2007

 

10,300

 

$

9.75

 

12/17/2007

 

20,000

 

$

9.52

 

12/18/2007

 

20,000

 

$

9.56

 

12/19/2007

 

27,200

 

$

9.74

 

12/20/2007

 

25,000

 

$

9.72

 

12/21/2007

 

15,000

 

$

9.94

 

1/24/2008

 

35,000

 

$

9.92

 

1/25/2008

 

35,000

 

$

10.24

 

1/28/2008

 

20,000

 

$

10.16

 

1/29/2008

 

18,000

 

$

10.02

 

1/30/2008

 

41,300

 

$

10.24

 

1/31/2008

 

24,000

 

$

10.78

 

2/1/2008

 

500

 

$

11.50

 

 

16



 

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and all amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Dated: February 4, 2008

SCSF Equities, LLC

 

 

 

By:

*

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities Offshore Fund, Ltd.

 

 

 

By:

*

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities Fund, LP

 

 

 

By:

Sun Capital Securities Advisors, LP

 

Its:

General Partner

 

 

 

 

By:

Sun Capital Securities, LLC

 

Its:

General Partner

 

 

 

 

By:

*

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities Advisors, LP

 

 

 

By:

Sun Capital Securities, LLC

 

Its:

General Partner

 

 

 

 

By:

*

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

Sun Capital Securities, LLC

 

 

 

By:

*

 

Name:

Marc J. Leder

 

Its:

Co-CEO

 

 

 

 

 

*

 

Name:

Marc J. Leder

 

17



 

 

*

 

Name:

Rodger R. Krouse

 

The undersigned, by signing his name hereto, does sign and execute this Joint Filing Agreement pursuant to the Power of Attorney executed by the above Reporting Persons and filed herewith on behalf of the Reporting Persons.

Dated: February 4, 2008

*By:

/s/ Brian M. Kabot

Attorney in Fact

 

 

Brian M. Kabot

 

18



 

Exhibit B

 

July 12, 2007

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Brian M. Kabot, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of SCSF Equities, LLC, a Delaware limited liability (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder as well as a Schedule 13D or Schedule 13G and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or Schedule 13G and any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

********

 

19



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

SCSF EQUITIES, LLC

 

 

 

By:

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

Its: Co-CEO

 

 

Signature Page to Power of Attorney

 

20



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES OFFSHORE

 

FUND, LTD.

 

 

 

By:

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

Its: Co-CEO

 

 

Signature Page to Power of Attorney

 

21



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES FUND

 

 

 

By:

SUN CAPITAL SECURITIES

 

 

ADVISORS, LP.

 

Its:

General Partner

 

 

 

By:

SUN CAPITAL SECURITIES LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

Its: Co-CEO

Signature Page to Power of Attorney

 

22



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES

 

ADVISORS, LP

 

 

 

By:

SUN CAPITAL SECURITIES LLC

 

Its:

General Partner

 

 

 

By:

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

Its: Co-CEO

Signature Page to Power of Attorney

 

23



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES, LLC

 

 

 

By:

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

Its: Co-CEO

 

 

Signature Page to Power of Attorney

 

24



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

 

 

/s/ MARC J. LEDER

 

Name: Marc J. Leder

 

 

Signature Page to Power of Attorney

 

25



 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

 

 

/s/ RODGER R. KROUSE

 

Name: Rodger R. Krouse

 

 

Signature Page to Power of Attorney

 

26


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