-----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, Nl05GTnEI8pwzVoIy8cz7LesQhZ9vdCL4NdqFQ+b1ypuxLsrt2R7cjYWg74rpq8s C5gU+VL2tcvfAQ/c6BdESg== 0000950134-08-018218.txt : 20081021 0000950134-08-018218.hdr.sgml : 20081021 20081021141929 ACCESSION NUMBER: 0000950134-08-018218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081021 DATE AS OF CHANGE: 20081021 GROUP MEMBERS: JEFFREY G EDWARDS GROUP MEMBERS: JGE CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GateHouse Media, Inc. CENTRAL INDEX KEY: 0001368900 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 364197635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82600 FILM NUMBER: 081133152 BUSINESS ADDRESS: STREET 1: 350 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: (585)598-0030 MAIL ADDRESS: STREET 1: 350 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EAST PEAK PARTNERS L P CENTRAL INDEX KEY: 0001010777 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET, 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156753200 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET, 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 v50178a4sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4*)
GateHouse Media, Inc.
 
(Name of Issuer)
Common Stock, $0.01 par value
 
(Title of Class of Securities)
367348 10 9
 
(CUSIP Number)
East Peak Partners, L.P.
600 Montgomery Street, 36th Fl.
San Francisco, CA 94111
(415) 675-3200
with a copy to:
Phillip Gordon
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, IL 60603-5559
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 17, 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), 24013d-1(f) or 24013d-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).
 
 

 


Table of Contents

                       
CUSIP No.
 
367348 10 9 
SCHEDULE 13D Page  
  of   
13 
 Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

East Peak Partners, L.P.
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
   
NUMBER OF
EACH
REPORTING
PERSON
WITH
  0
     
8   SHARED VOTING POWER
   
  0
     
9   SOLE DISPOSITIVE POWER
   
  0
     
10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
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)
   
  0.00%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

 


Table of Contents

                       
CUSIP No.
 
367348 10 9 
SCHEDULE 13D Page  
  of   
13 
 Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

JGE Capital Management, LLC
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
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)
   
  0.00%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

 


Table of Contents

                       
CUSIP No.
 
367348 10 9 
SCHEDULE 13D Page  
  of   
13 
 Pages

 

           
1   NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jeffrey G. Edwards
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
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
       
  7   SOLE VOTING POWER
     
NUMBER OF   100,000 (see Item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   100,000 (see Item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,500 (see Item 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  110,500
     
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)
   
  0.19%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 


TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits


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Item 1. Security and Issuer.
     The class of securities to which this statement relates is the common stock, par value $0.01 per share (the “Common Stock”), of GateHouse Media, Inc. (the “Issuer”), a Delaware corporation whose principal place of business and executive offices are located at 350 WillowBrook Office Park, Fairport, NY 14450.
Item 2. Identity and Background.
     (a) This statement is being filed by the following persons: East Peak Partners, L.P., a California limited partnership (“East Peak”), JGE Capital Management, LLC, a California limited liability company (“JGE Capital”), and Jeffrey G. Edwards (“Edwards”) (collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”). The sole general partner of East Peak is JGE Capital. The President of JGE Capital is Mr. Edwards. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
     (b) - (c)
     East Peak
     East Peak is a California limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of East Peak, which also serves as its principal office, is 600 Montgomery Street, 36th Floor, San Francisco, California 94111. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to JGE Capital, the sole general partner of East Peak, is set forth below.
     JGE Capital
     JGE Capital is a California limited liability company, the principal business of which is serving as the sole general partner of East Peak. The principal business address of JGE Capital, which also serves as its principal office, is 600 Montgomery Street, 36th Floor, San Francisco, California 94111. There are no directors of JGE Capital. The executive officers of JGE Capital are:
         
Name   Title   Principal Occupation
Jeffrey G. Edwards
  President (sole controlling person)   Same
 
Cheryl M. Thompson
  Chief Operating Officer   Same
 
Douglas K. Edwards
  Chief Financial Officer   Same
The business address for all officers of JGE Capital is 600 Montgomery Street, 36th Floor, San Francisco, California 94111. Pursuant to Instruction C to Schedule 13D of the Act, certain information with respect to Mr. Edwards, the President and sole controlling person of JGE Capital, is set forth below.

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     Edwards
     Mr. Edwards’ business address is 600 Montgomery Street, 36th Floor, San Francisco, California 94111. His present principal occupation is serving as the President of JGE Capital. The principal business of JGE Capital is serving as the sole general partner of East Peak. The principal address of JGE Capital, which also serves as its principal office, is 600 Montgomery Street, 36th Floor, San Francisco, California 94111. Mr. Edwards is the sole controlling person of JGE Capital, the sole general partner of East Peak.
     (d) and (e)
     None of the Reporting Persons nor any other person named in this Item 2 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
     (f) All of the natural persons identified in this Item 2 are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
     The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Issuer’s Common Stock (the “Shares”) are as follows:
                         
      Name   No. of Shares   Source of Funds   Amount of Funds
East Peak
    0       n/a       n/a  
JGE Capital
    0       n/a       n/a  
Edwards
    110,500     Personal Funds   $ 1,032,448  
Item 4. Purpose of Transaction.
     This Amendment No. 4 to Schedule 13D incorporates by reference the information provided under Item 4 to Schedule 13D filed by the Reporting Persons on September 17, 2007.
Item 5. Interest in Securities of the Issuer.
     (a) Percentage interest calculations for each of the Reporting Persons are based on the Issuer having 58,128,357 shares of Common Stock outstanding as of August 4, 2008, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on August 11, 2008.
     (b) East Peak. Following the transactions described under Item 5(c) below, East Peak owns beneficially pursuant to Rule 13d-3 of the Act zero (0) Shares of Common Stock.

Page 6 of 13


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     JGE Capital. Following the transactions described under Item 5(c) below, JGE Capital owns beneficially pursuant to Rule 13d-3 of the Act zero (0) Shares of Common Stock.
     Edwards. Mr. Edwards manages certain accounts for himself, for members of his immediate family and other family members, and for the JGE Capital Management LLC 401(k) Trust (the “Edwards Managed Accounts” as identified on Schedule I) holding an aggregate of 110,500 Shares; which constitutes approximately 0.19% of the outstanding shares of Common Stock. Mr. Edwards has the power to dispose or to direct the disposition of the 110,500 Shares held in the Edwards Managed Accounts; he has the power to vote or to direct the vote of 100,000 Shares held in the Edwards Managed Accounts but does not have the power to vote or to direct the vote the remaining 10,500 of such Shares.
     (c) During the period beginning sixty (60) days prior to October 17, 2008 and ending on the date of this report, the Reporting Persons have sold in open market transactions on the New York Stock Exchange shares of Common Stock as set forth in Schedule II attached hereto. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to this Item 5 has effected any transaction in shares of the Common Stock during the period beginning sixty (60) days prior to October 17, 2008 and ending on the date hereof.
     (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by such Reporting Person except that the persons who have pecuniary interest in the Edwards Managed Accounts are entitled to receive dividends from, or the proceeds from the sale of, the shares held in such accounts.
     (e) Each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Common Stock on October 17, 2008.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
     Except as set forth herein or in the Exhibits filed herewith, there are no other contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
     
Exhibit   Document Description
 
   
24
  Power of Attorney
 
   
99.1
  Agreement Pursuant to Rule 13d-1(k)(1)(iii)

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     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: October 21, 2008
     
 
  EAST PEAK PARTNERS, L.P.
 
  By: JGE CAPITAL MANAGEMENT, LLC
 
  Its: General Partner
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Chief Financial Officer
 
   
 
  JGE CAPITAL MANAGEMENT, LLC
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Chief Financial Officer
 
   
 
  JEFFREY G. EDWARDS
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Attorney-in-Fact for
Jeffrey G. Edwards

Page 8 of 13


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SCHEDULE I TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
Edwards Managed Accounts
         
Holder Number of Shares  
Judith Griffin Edwards Rollover IRA
    5,000  
Jeffrey C. Edwards
    1,000  
Griffin Glynn Edwards
    1,000  
Jeffrey G. Edwards
    40,000  
Jeffrey G. Edwards IRA
    50,000  
Victoria J. Edwards IRA
    3,500  
JGE Capital Management LLC 401(k) Trust
    10,000  

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SCHEDULE II TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
                                         
    Date of           Number of   Total Proceeds   Price Per
Reporting Person   Transaction   Type (1)   Shares   (2)   Share (3)
East Peak Partners, L.P.
    10/13/08     Sale     254,446     $ 61,422.90     $ .24  
East Peak Partners, L.P.
    10/14/08     Sale     2,245,554     $ 457,192,10     $ .20  
East Peak Partners, L.P.
    10/17/08     Sale     4,000,000     $ 799,995.29     $ .20  
JGE Capital Management, LLC
    9/25/08     Sale     1,500     $ 698.99     $ .47  
Jeffrey G. Edwards
    9/25/08     Sale     190     $ 76.53     $ .45  
Jeffrey G. Edwards
    9/25/08     Sale     500     $ 216.04     $ .43  
Jeffrey G. Edwards
    9/25/08     Sale     3,000     $ 1,341.04     $ .45  
Jeffrey G. Edwards
    9/25/08     Sale     10,000     $ 4,491.02     $ .45  
 
(1)   Transaction was effected through a broker in the open market.
 
(2)   Net of brokerage commissions.
 
(3)   Represents the average weighted purchase price, net of brokerage commissions.

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EXHIBIT 24
POWER OF ATTORNEY
     Know all by these presents, that the undersigned hereby constitutes and appoints each of Cheryl M. Thompson and Douglas K. Edwards, signing singly, the undersigned’s true and lawful attorney-in-fact to:
  (1)   execute for and on behalf of the undersigned any or all of the following:
  a.   Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 
  b.   Statements on Schedule 13D and/or Schedule 13G (including amendments thereto) in accordance with Regulation 13D-G of the Securities Exchange Act of 1934 and the rules and regulations thereunder; and
 
  c.   Amendments to Form ID, Uniform Application for Access Codes to File on Edgar, and/or other filings associated with the undersigned’s access codes for filing on the Edgar filing system maintained by the United States Securities and Exchange Commission (the “SEC”).
  (2)   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 Forms 3, 4 or 5, statements on Schedule 13D and/or Schedule 13G, or amendments to Form ID and timely file such documents (including amendments thereto) with the SEC and any stock exchange or similar authority; and
 
  (3)   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 each 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, or 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. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

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of the undersigned, are not assuming, any of the undersigned’s responsibilities to comply with Section 16 and/or Regulation 13D-G of the Securities Exchange Act of 1934.
     The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto), statements on Schedule 13D and/or Schedule 13G (including amendments thereto), or amendments to Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
     This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.
     This Power of Attorney shall remain in full force and effect until (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.
     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of November, 2007.
         
 
  /s/ Jeffrey G. Edwards
 
Jeffrey G. Edwards
   

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EXHIBIT 99.1
     Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth herein below.
DATED: October 21, 2008
     
 
  EAST PEAK PARTNERS, L.P.
 
  By: JGE CAPITAL MANAGEMENT, LLC
 
  Its: General Partner
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Chief Financial Officer
 
   
 
  JGE CAPITAL MANAGEMENT, LLC
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Chief Financial Officer
 
   
 
  JEFFREY G. EDWARDS
 
   
 
  By: /s/ Douglas K. Edwards
 
  Douglas K. Edwards, Attorney-in-Fact for
Jeffrey G. Edwards

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