0000909012-11-000199.txt : 20110304 0000909012-11-000199.hdr.sgml : 20110304 20110304085355 ACCESSION NUMBER: 0000909012-11-000199 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110304 DATE AS OF CHANGE: 20110304 GROUP MEMBERS: AVIVA GROUP HOLDINGS LTD GROUP MEMBERS: AVIVA INVESTOR HOLDINGS LTD GROUP MEMBERS: AVIVA INVESTORS NORTH AMERICA HOLDINGS INC GROUP MEMBERS: AVIVA PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53449 FILM NUMBER: 11662466 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-487-7600 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: River Road Asset Management, LLC CENTRAL INDEX KEY: 0001341401 IRS NUMBER: 432076925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40207 BUSINESS PHONE: 5023714100 MAIL ADDRESS: STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600 CITY: LOUISVILLE STATE: KY ZIP: 40207 SC 13D/A 1 t306295.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Mac-Gray Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 554153106 (CUSIP Number) Thomas D. Mueller Chief Operations Officer and Chief Compliance Officer 462 South Fourth Street, Suite 1600 Louisville, KY 40202 (502) 371-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2011 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 11 Pages) CUSIP No. 554153106 13D Page 2 of 11 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS RIVER ROAD ASSET MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- 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 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 1,281,164 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,732,654 REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,654 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA -------------------------------------------------------------------------------- CUSIP No. 554153106 13D Page 3 of 11 Pages -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION IOWA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,281,164 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER NONE REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,654 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- CUSIP No. 554153106 13D Page 4 of 11 Pages -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA INVESTORS HOLDINGS LTD I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,281,164 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER NONE REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,654 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- CUSIP No. 554153106 13D Page 5 of 11 Pages -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA GROUP HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,281,164 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER NONE REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,654 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- CUSIP No. 554153106 13D Page 6 of 11 Pages -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS AVIVA PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- SOURCE OF FUNDS OO -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND AND WALES -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,281,164 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER NONE REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,654 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON CO, HC -------------------------------------------------------------------------------- CUSIP No. 554153106 13D Page 7 of 11 Pages ITEM 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, par value $.01 per share (the "Stock"), of Mac-Gray Corporation (the "Issuer"). The principle executive office of the Issuer is located at the following address: Mac-Gray Corporation 404 Wyman Street, Suite 400 Waltham, Massachusetts 02451-1212 ITEM 2. IDENTITY AND BACKGROUND The information regarding the persons filing this statement is as follows: (a) The name of the persons filing are: RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM"), AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. ("AINAH"), AVIVA INVESTORS HOLDINGS LTD ("AIHL"). AVIVA GROUP HOLDINGS LIMITED ("AGHL"), AND AVIVA PLC ("AVIVA"), (COLLECTIVELY, THE "FILERS"). (b) The business address of the Filers is as follows: FOR RRAM: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202 FOR AINAH: 215 10TH STREET, SUITE 1000, DES MOINES, IA 50309 FOR AIHL, AGHL, AND AVIVA: C/O AVIVA INVESTORS GLOBAL SERVICES LIMITED, NO. 1 POULTRY, LONDON, ENGLAND, EC2R 8EJ (c) Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other in which such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE COMMISSION REGISTERED INVESTMENT ADVISOR. AINAH IS 100% OWNER OF RRAM. AIHL IS 100% OWNER OF AINAH. AGHL IS 100% OWNER OF AIHL. AVIVA IS 100% OWNER OF AGHL. THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILERS ARE SET FORTH IN EXHIBIT A, WHICH IS INCORPORATED HEREIN BY REFERENCE. (d) During the last five years, none of the Filers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filers were 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. (f) Citizenship: RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE. AINAH IS ORGANIZED UNDER THE LAWS OF IOWA. AIHL, AGHL, AND AVIVA ARE ORGANIZED UNDER THE LAWS OF ENGLAND AND WALES. CUSIP No. 554153106 13D Page 8 of 11 Pages THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILERS WHO IS A NATURAL PERSON IS SET FORTH IN EXHIBIT A HERETO, WHICH IS INCORPORATED HEREIN BY REFERENCE. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used in purchasing the Stock of the Issuer is RRAM client funds for which RRAM acts as investment advisor pursuant to an investment advisory agreement between each RRAM client and RRAM. The amount of funds used in purchasing the Stock of the Issuer is $29,053,562.01. ITEM 4. PURPOSE OF TRANSACTION The Stock was acquired for investment purposes in the ordinary course of business. As such, the Filers may purchase, hold, vote, trade, dispose, sell or otherwise deal the Stock for the benefit of its clients depending on changes in the per share price of the Stock, or related to changes in the Issuer's operations, management structure, business strategy, future acquisitions, growth prospects, liquidity, capital allocation, including use of leverage, or from the sale or merger of the Issuer. The Filers may discuss such matters with the Issuer's management or directors, other shareholders, existing or potential strategic partners or competitors, investment and finance professionals, and other investors. Such analysis and discussions may result in the Filers materially modifying its ownership of the Stock. The Filers may also exchange information with the Issuer pursuant to confidentiality or similar agreements, propose changes in its operations, governance, capitalization, or propose one or more of the actions described in sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance shareholder value. The Filers do not intend to seek control of the Issuer or participate in the day-to-day management of the Issuer, and any Reporting Person that is registered as an investment company under the Investment Company Act of 1940, as amended, will participate in such a transaction only following receipt of an exemption from the Securities and Exchange Commission under Rule 17d-1 promulgated under the Investment Company Act of 1940, as amended, if required, and in accordance with other applicable law. Certain officers of RRAM and/or the Filers did send letters on January 11, 2008 and on November 14, 2007 to Stewart G. MacDonald, Jr. and the Issuer's Board of Directors, as well as on September 17, 2007 and on September 6, 2007 to Stewart G. MacDonald, Jr. urging them to hire an independent advisory firm to explore strategic options, including the sale of the Issuer, in order to maximize shareholder value and to report its findings to all shareholders. Copies of those letters were attached as Exhibits A, B, C, and D in RRAM's initial Schedule 13D filed with the SEC on January 11, 2008. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on 13,821,984 shares of Common Stock of the Issuer outstanding as of November 3, 2010, the Filers may be deemed to beneficially own 1,732,654, or 12.5%, of the Issuer's outstanding shares of Common Stock. (b) The Filers have the sole power to vote or direct the vote and to dispose or direct the disposition of 1,281,164 shares of the Stock that the Filers may be deemed to beneficially own. (c) The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers during the sixty days prior to February 8, 2011 (date range: December 10, 2010 through February 8, 2011): CUSIP No. 554153106 13D Page 9 of 11 Pages
(4) PRICE (3) NUMBER OF PER SHARE (5) HOW SHARES OF COMMON OF COMMON TRANSACTED - (1) NAME (2) DATE STOCK STOCK SELL OR BUY WHERE TRANSACTED RRAM 12/10/2010 280 14.658 SELL RRAM principal place of business RRAM 12/10/2010 720 14.658 SELL RRAM principal place of business RRAM 12/16/2010 5,940 14.7264 SELL RRAM principal place of business RRAM 12/21/2010 70 15.57 SELL RRAM principal place of business RRAM 12/21/2010 1,000 15.659 BUY RRAM principal place of business RRAM 12/22/2010 20 15.39 SELL RRAM principal place of business RRAM 1/24/2011 1,490 14.6901 SELL RRAM principal place of business RRAM 1/25/2011 10,478 14.8174 SELL RRAM principal place of business RRAM 1/26/2011 8,682 14.768 SELL RRAM principal place of business RRAM 1/26/2011 1,550 14.7587 BUY RRAM principal place of business RRAM 2/4/2011 18,540 14.8223 SELL RRAM principal place of business RRAM 2/8/2011 5,240 14.8119 SELL RRAM principal place of business
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER RRAM is the investment adviser to accounts of RRAM clients pursuant to investment advisory agreements between RRAM clients and RRAM. Each investment advisory agreement provides RRAM with the authority, among other things, to invest account funds in the Stock, to dispose of the Stock, and to file this statement on behalf of the account. Some, but not all, investment advisory agreements provide RRAM with the authority to vote for the Stock. The number of shares of Stock for which RRAM has sole voting power is reflected on RRAM's cover page. RRAM, AINAH, AIHL, AGHL, and Aviva entered into an Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G dated as of March 2, 2011 (the "Agreement"). Under the Agreement, RRAM was appointed agent and attorney-in-fact to prepare or cause to be prepared, sign, file with the Securities and Exchange Commission and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended. The Agreement will terminate in the event that a statement terminating the Agreement is filed with the Securities and Exchange Commission. The Agreement is attached as Exhibit B. CUSIP No. 554153106 13D Page 10 of 11 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT A - The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers. EXHIBIT B - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G dated March 2, 2011. CUSIP No. 554153106 13D Page 11 of 11 Pages 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. March 2, 2011 RIVER ROAD ASSET MANAGEMENT, LLC, a Delaware limited liability company /s/ Thomas D. Mueller --------------------------------------- By: Thomas D. Mueller, Chief Operations Officer and Chief Compliance Officer AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. /s/ Charles G. Preseau --------------------------------------- By: Charles G. Preseau Chief Financial Officer AVIVA INVESTORS HOLDINGS LTD a limited liability company organized under the laws of England and Wales /s/ SG Boylan --------------------------------------- By: SG Boylan AVIVA GROUP HOLDINGS LIMITED a limited liability company organized under the laws of England and Wales /s/ Michael Anscombe --------------------------------------- By: Michael Anscombe AVIVA PLC a public limited company organized under the laws of England and Wales /s/ Michael Anscombe --------------------------------------- By: Michael Anscombe Exhibit A The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers are set forth in Exhibit A hereto, which is incorporated herein by reference. RIVER ROAD ASSET MANAGEMENT, LLC
PRESENT PRINCIPAL BUSINESS OCCUPATION OR NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP ------------------ ----------------------- -------------- --------------- ------------- Shircliff, James 462 S. 4th Street Chief Chief United C. Suite 1600 Executive Executive States Louisville, KY 40202 Officer Officer Beck, R. Andrew 462 S. 4th Street President President United Suite 1600 States Louisville, KY 40202 Sanders III, 462 S. 4th Street Executive Executive United Henry W. Suite 1600 Vice Vice States Louisville, KY 40202 President President Cinnamond, Erik 462 S. 4th Street Vice Vice President United K. Suite 1600 President States Louisville, KY 40202 Forsha, Thomas S. 462 S. 4th Street Vice Vice President United Suite 1600 President States Louisville, KY 40202 Deuser, Greg E. 462 S. 4th Street Vice Vice President United Suite 1600 President States Louisville, KY 40202 Brown, J. Alex 462 S. 4th Street Director of Director of United Suite 1600 Research Research States Louisville, KY 40202
Mueller, Thomas 462 S. 4th Street Chief Chief United D. Suite 1600 Compliance Compliance States Louisville, KY 40202 Officer and Officer and Chief Chief Operating Operating Officer Officer Ray, Tina M. 462 S. 4th Street Director of Director of United Suite 1600 Trading Trading States Louisville, KY 40202 Robbins, L. 462 S. 4th Street Vice Vice United Michele Suite 1600 President of President of States Louisville, KY 40202 Client Client Services Services O'Leary, Katrina 462 S. 4th Street Vice Vice United Suite 1600 President of President of States Louisville, KY 40202 Client Client Services Services
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
PRESENT PRINCIPAL BUSINESS OCCUPATION OR NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP ------------------ ----------------------- -------------- --------------- ------------- O'Brien, Patrick 215 10th Street Director and Director and United Suite 1000 Officer Officer States Des Moines, IA 50309 Boylan, Siobhan 215 10th Street Director and Director and United Suite 1000 Officer Officer Kingdom Des Moines, IA 50309 /Ireland dual
Preseau, Chuck G. 215 10th Street Director and Director and United Suite 1000 Officer Officer States Des Moines, IA 50309 Dromer, Alain 215 10th Street Director Director France Henri Pierre Suite 1000 Des Moines, IA 50309 Junge, Ross A. 215 10th Street Director and Director and United Suite 1000 Officer Officer States Des Moines, IA 50309 Carney, Edmund S. 215 10th Street Officer Officer United Suite 1000 States Des Moines, IA 50309 Monaghan, Sean C. 215 10th Street Officer Officer United Suite 1000 States Des Moines, IA 50309
AVIVA INVESTORS HOLDINGS LTD.
PRESENT PRINCIPAL BUSINESS OCCUPATION OR NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP ------------------ ----------------------- -------------- --------------- ------------- Dromer, Alain No.1 Poultry, Director and Director and France Henri Pierre London EC2R 8EJ Executive Executive Committee Committee Member Member Boylan, Siobhan No.1 Poultry, Director and Director and United London EC2R 8EJ Executive Executive Kingdom Committee Committee /Ireland Member Member dual
Regan, Patrick No.1 Poultry, Director/ Chief United Charles London EC2R 8EJ Chairman Financial Kingdom Officer Abberley, Paul No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member Arnoldi, No.1 Poultry, Executive Executive France Veronique London EC2R 8EJ Committee Committee Member Member Bingham, Craig No.1 Poultry, Executive Executive Australia London EC2R 8EJ Committee Committee Member Member Boulier, No.1 Poultry, Executive Executive France Jean-Francois London EC2R 8EJ Committee Committee Member Member Hodgson, John No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member Gerth, Erich No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee States Member Member Field, Richard No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member Clemson, Nigel No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member
O'Brien, Patrick No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member Womack, Ian No.1 Poultry, Executive Executive United London EC2R 8EJ Committee Committee Kingdom Member Member
AVIVA GROUP HOLDINGS LIMITED
PRESENT PRINCIPAL BUSINESS OCCUPATION OR NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP ------------------ ----------------------- -------------- --------------- ------------- Hodges, Mark St Helen's, Director Director United Steven 1 Undershaft, Kingdom London EC3P 3DQ Moss, Andrew John St Helen's, Director Director United 1 Undershaft, Kingdom London EC3P 3DQ Regan, Patrick St Helen's, Director Director United Charles 1 Undershaft, Kingdom London EC3P 3DQ
AVIVA PLC
PRESENT PRINCIPAL BUSINESS OCCUPATION OR NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP ------------------ ----------------------- -------------- --------------- ------------- Francis, Mary St Helen's, Non exec. Non exec. United Elizabeth 1 Undershaft, Director Director Kingdom London EC3P 3DQ
Goeltz, Richard St Helen's, Senior Senior United Karl 1 Undershaft, Independent Independent States London EC3P 3DQ Director Director Moss, Andrew John St Helen's, Director Director United 1 Undershaft, Kingdom London EC3P 3DQ Piwnica, Carole St Helen's, Non exec. Non exec. Belgium 1 Undershaft, Director Director London EC3P 3DQ Sharman, Colin St Helen's, Chairman Chairman United Morven 1 Undershaft, Kingdom London EC3P 3DQ Van de Walle, St Helen's, Non exec. Non exec. France Leslie 1 Undershaft, Director Director London EC3P 3DQ Walls, John St Helen's, Non exec. Non exec. United Russell 1 Undershaft, Director Director Kingdom Fotheringham London EC3P 3DQ Machell, Simon St Helen's, Executive Executive United Christopher 1 Undershaft, Committee Committee Kingdom London EC3P 3DQ Member Member Ainley, John St Helen's, Executive Executive United David 1 Undershaft, Committee Committee Kingdom London EC3P 3DQ Member Member Dromer, Alain St Helen's, Executive Executive France Henri Pierre 1 Undershaft, Committee Committee London EC3P 3DQ Member Member
Hodges, Mark Steven St Helen's, Director Director United 1 Undershaft, Kingdom London EC3P 3DQ Mayer, Igal St Helen's, Executive Executive United Mordeciah 1 Undershaft, Director Director States London EC3P 3DQ Mackenzie, St Helen's, Executive Executive United Amanda Felicity 1 Undershaft, Committee Committee Kingdom London EC3P 3DQ Member Member Wheway, Jonathan St Helen's, Non exec. Non exec. United Scott 1 Undershaft, Director Director Kingdom London EC3P 3DQ Hoskins, Richard St Helen's, Executive Executive United 1 Undershaft, Committee Committee Kingdom London EC3P 3DQ Member Member Goh, Euleen Yiu St Helen's, Non exec. Non exec. Singapore Kiang 1 Undershaft, Director Director London EC3P 3DQ Hawker, Michael St Helen's, Non exec. Non exec. Australia John 1 Undershaft, Director Director London EC3P 3DQ Spencer, Robin St Helen's, Executive Executive United Lloyd 1 Undershaft, Committee Committee Kingdom London EC3P 3DQ Member Member Regan, Patrick St Helen's, Executive Executive United Charles 1 Undershaft, Director Director Kingdom London EC3P 3DQ
Exhibit B AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint River Road Asset Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. Dated: March 2, 2011 RIVER ROAD ASSET MANAGEMENT, LLC By: /s/ Thomas D. Mueller ---------------------------------------- By: Thomas D. Mueller Title: Chief Operations Officer and Chief Compliance Officer AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. /s/ Charles G. Preseau ---------------------------------------- By: Charles G. Preseau AVIVA INVESTORS HOLDINGS LTD /s/SG Boylan By: SG Boylan AVIVA GROUP HOLDINGS LIMITED /s/ Michael Anscombe ---------------------------------------- By: Michael Anscombe AVIVA PLC /s/ Michael Anscombe ---------------------------------------- By: Michael Anscombe