0000921895-12-002195.txt : 20121115 0000921895-12-002195.hdr.sgml : 20121115 20121115170141 ACCESSION NUMBER: 0000921895-12-002195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121115 DATE AS OF CHANGE: 20121115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIX CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40533 FILM NUMBER: 121209399 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 BUSINESS PHONE: 214-370-2000 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 FORMER COMPANY: FORMER CONFORMED NAME: ZIXIT CORP DATE OF NAME CHANGE: 19991013 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rockall Emerging Markets Master Fund Ltd CENTRAL INDEX KEY: 0001436169 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CITI HEDGE FUND SERVICES STREET 2: 1748GT 24 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 000000 BUSINESS PHONE: 212-317-4815 MAIL ADDRESS: STREET 1: C/O CITI HEDGE FUND SERVICES STREET 2: 1748GT 24 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: Rockall Emerging Marekts Master Fund Ltd DATE OF NAME CHANGE: 20080528 SC 13D/A 1 sc13da309020002_1132012.htm AMENDMENT TO SCHEDULE 13D sc13da309020002_1132012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Zix Corporation
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

98974P100
(CUSIP Number)

ROCKALL EMERGING MARKETS MASTER FUND LIMITED
M&C Corporate Services Limited, P.O. Box 309GT
Ugland House, South Church Street, George Town
Grand Cayman, Cayman Islands

STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 13, 2012
(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 x.

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.


_______________
1 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. 98974P100
 
1
NAME OF REPORTING PERSON
 
ROCKALL EMERGING MARKETS MASTER FUND LIMITED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,742,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,742,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,742,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 98974P100
1
NAME OF REPORTING PERSON
 
MELDRUM ASSET MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,742,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,742,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,742,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 98974P100
1
NAME OF REPORTING PERSON
 
Con Egan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
IRELAND
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
548,038
8
SHARED VOTING POWER
 
3,742,500
9
SOLE DISPOSITIVE POWER
 
548,038
10
SHARED DISPOSITIVE POWER
 
3,742,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,290,538
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 98974P100
1
NAME OF REPORTING PERSON
 
Conor O’Driscoll
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
399,190
8
SHARED VOTING POWER
 
3,742,500
9
SOLE DISPOSITIVE POWER
 
399,190
10
SHARED DISPOSITIVE POWER
 
3,742,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,141,690
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.8%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. 98974P100
1
NAME OF REPORTING PERSON
 
Fulvio Dobrich
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,560,446
8
SHARED VOTING POWER
 
3,742,500
9
SOLE DISPOSITIVE POWER
 
1,560,446
10
SHARED DISPOSITIVE POWER
 
3,742,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,302,946
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 98974P100
1
NAME OF REPORTING PERSON
 
Michael E. Dailey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 98974P100
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended as follows:
 
On November 5, 2012, the Reporting Persons and their counsel received a letter from outside counsel to the Issuer (“Company Counsel”) in which Company Counsel alleged the existence of certain substantive and procedural flaws in the Special Meeting Request letter delivered to the Issuer by the Reporting Persons on October 24, 2012.  Counsel for the Reporting Persons has separately responded to Company Counsel in further detail as to the reasons the purported “flaws” are entirely unfounded and without merit. The Reporting Persons hope these hollow allegations are not an attempt by the Issuer to interfere with, or otherwise delay, the lawful exercise of the Reporting Persons’ rights in connection with the calling of the Special Meeting.
 
In its initial Special Meeting Request, the Reporting Persons had proposed, in addition to the removal of certain current directors on the Board and their replacement with three (3) candidates nominated by the Reporting Persons, that the Issuer’s Bylaws be amended to fix the number of directors on the Board at six (6), and that any changes to the Bylaws adopted by the Board from October 24, 2012, up and through the date of the Special Meeting, be repealed.  Company Counsel claims in its letter that the power to amend or repeal the Issuer’s Bylaws is expressly vested in the Board, not the shareholders.  Unfortunately, it appears Company Counsel has misinterpreted Article XII of the Issuer’s Restated Articles of Incorporation (the “Articles”) when read together with Section 21.058 of the Texas Business Organizations Code (the “TBOC”).  The Articles only speak to the ability of the Board of Directors to amend, repeal or adopt bylaws and are entirely silent as to the ability of shareholders to do the same.  Therefore, in accordance with the default provisions of Section 21.058, the Issuer’s shareholders do, in fact, have the right to amend, repeal or adopt Bylaws.
 
The Reporting Persons note this would not be the first instance in which the Issuer has improperly applied or misinterpreted provisions of the TBOC in its organizational documents.  The Issuer amended and restated its Bylaws in September 2011 to include in Section 1.03 of the Bylaws that shareholders of the Issuer do not have the power, authority or ability to call a special meeting.  However, this Bylaw provision is clearly invalid and inapplicable in light of Section 21.352 of the TBOC, which expressly provides a statutory right for the holders of at least ten percent (10%) of all of the shares of the corporation entitled to vote at the proposed special meeting to call a special meeting of shareholders.  Therefore, the Issuer has had its shareholders believe since September 2011 that its shareholders do not have any right to call a special meeting of shareholders, when in fact they do under the TBOC. The Reporting Persons believe that this in and of itself is a form of shareholder disenfranchisement.
 
The Reporting Persons had included the two bylaw-related proposals on the agenda for the Special Meeting to safeguard against any reactive, shareholder-unfriendly Bylaw amendments or actions the Board may take to disenfranchise shareholders with respect to the Special Meeting or to limit the ability of shareholders to act at the Special Meeting.  To avoid a protracted dispute around whether shareholders have the ability to amend or repeal Bylaws, the Reporting Persons are prepared to move forward without the Bylaw proposals at the Special Meeting.  The Reporting Persons have notified the Issuer that the Reporting Persons will not take kindly to any defensive actions the Issuer may seek to take in response to their legitimate Special Meeting Request, including any attempt to “stack” the Board.  The Reporting Persons reserve all rights to take any actions they deem necessary should the Issuer nevertheless seek to further limit the rights of its shareholders.
 
 
8
 
CUSIP NO. 98974P100

Company Counsel further claims in its letter that the proposed timeframe for the Special Meeting would not provide ample time for the Issuer’s solicitation activities in opposition to the Reporting Persons’ proposals and that the proposed record date does not allow for a broker search to be conducted in accordance with the federal proxy rules.  The Reporting Persons believe the seventy-two (72) days between the date the Special Meeting Request was delivered and the proposed January 4, 2012 date for the Special Meeting is more than ample time for the Issuer to conduct its contested solicitation. As to the purported concern with the record date, the Reporting Persons’ counsel has informed Company Counsel separately as to why this is not a real issue under the proxy rules.
 
Nevertheless, so that the Reporting Persons may move forward without any further hindrance or delay, on November 13, 2012, the Reporting Persons delivered an updated request, attached hereto as Exhibit 99.1 and incorporated herein by reference, for a special meeting of shareholders, to be held on Tuesday, January 22, 2013, at 10am (Local Time) at the Issuer’s registered offices in the state of Texas for the following purposes:

 
(i)
to remove, without cause, each of Robert C. Hausmann, James S. Marston, and Maribess L. Miller, who are current members of the Company’s existing Board, as well as any other individual(s) (other than the individual(s) to be elected pursuant to proposal (ii) below) that may be elected or appointed to the Board to fill any existing or newly created directorship or vacancy on the Board during the period beginning October 24, 2012 up to and through the date of the Special Meeting; and

 
(ii)
to elect Michael E. Dailey, Fulvio Dobrich and Conor O’Driscoll to fill any vacancies resulting from the removal of directors as described in proposal (i) above.

The Reporting Persons are prepared to engage in discussions with management and the Board of the Issuer regarding the proposals and nominations in connection with the Special Meeting and the composition of the Issuer’s Board, generally.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Letter to the Board of Directors, dated November 13, 2012.

 
 
9
 
CUSIP NO. 98974P100
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  November 15, 2012
 
ROCKALL EMERGING MARKETS
MASTER FUND LIMITED
     
     
 
By:
Meldrum Asset Management, LLC
its Investment Manager
     
     
 
By:
/s/ Con Egan
   
Name:
Con Egan
   
Title:
Manager


 
MELDRUM ASSET
MANAGEMENT, LLC
   
   
 
By:
/s/ Con Egan
   
Name:
Con Egan
   
Title:
Manager


   
 
/s/ Con Egan
 
Con Egan

   
 
/s/ Conor O’Driscoll
 
Conor O’Driscoll

   
 
/s/ Fulvio Dobrich
 
Fulvio Dobrich

   
 
/s/ Michael E. Dailey
 
Michael E. Dailey

 
 
 
10
 
EX-99.1 2 ex991to13da309020002_1132012.htm LETTER TO THE BOARD ex991to13da309020002_1132012.htm
Exhibit 99.1
 
ROCKALL EMERGING MARKETS MASTER FUND LIMITED
c/o M&C Corporate Services Limited, P.O. Box 309GT
Ugland House, South Church Street, George Town
Grand Cayman, Cayman Islands
 
 
November 13, 2012
 
By Email, Facsimile and Federal Express
 
Zix Corporation
2711 N. Haskell Avenue, Suite 2200, LB 36
Dallas, Texas 75204-2960
Attn:
James F. Brashear,
 
Vice President, General Counsel & Corporate Secretary
 
Dear Mr. Brashear:
 
On October 24, 2012, Rockall Emerging Markets Master Fund Limited (the “Fund”), Meldrum Asset Management LLC (“Meldrum”), Con Egan, Conor O’Driscoll and Fulvio Dobrich (collectively, the “Meldrum Group”) as holders of common stock of Zix Corporation, a Texas company (the “Company”), entitled to cast at least ten percent (10%) of the votes at a special meeting of the Company, submitted to the Board of Directors of the Company (the “Board”), a request that the Board call a special meeting of shareholders to be held on January 4, 2012 (the “Special Meeting”) for the purposes described therein (the “Special Meeting Request”).

The Meldrum Group is in receipt of a letter from the Company’s outside counsel (“Company Counsel”), dated November 5, 2012, in which Company Counsel alleges the existence of certain substantive and procedural flaws in our Special Meeting Request.  Our counsel has separately responded to Company Counsel in further detail as to all the reasons the so-called “flaws” are unfounded and without merit.  We hope these hollow allegations are not an attempt by the Company to interfere with, or otherwise delay, the lawful exercise of our rights in connection with the calling of the Special Meeting.

For example, Company Counsel claims in its letter that the power to amend the Company’s bylaws is expressly vested in the Board of Directors, not the shareholders.  Unfortunately, it appears Company Counsel has misinterpreted Article XII of Zix’s Restated Articles of Incorporation (the “Articles”) when read together with Section 21.058 of the Texas Business Organizations Code (the “TBOC”).  The Articles only speak to the ability of the Board of Directors to amend, repeal or adopt bylaws and are entirely silent as to the ability of shareholders to do the same.  Therefore, in accordance with the default provisions of Section 21.058, Zix’s shareholders do, in fact, have the right to amend, repeal or adopt bylaws.
 
We note this would not be the first instance in which Zix has improperly applied or misinterpreted provisions of the TBOC in its organizational documents.  We remind you that Section 1.03 of the Bylaws, which provides that shareholders of the Company do not have the power, authority or ability to call a special meeting, is clearly invalid and inapplicable in light of Section 21.352 of the TBOC, which expressly provides, in part, a statutory right for the holders of at least ten percent (10%) of all of the shares of the corporation entitled to vote at the proposed special meeting to call a special meeting of shareholders.  Therefore, the Company has had its shareholders believe since September 2011, when the Company amended and restated its Bylaws, that its shareholders do not have any right to call a special meeting of shareholders, when in fact they do under the TBOC.
 
The two bylaw-related proposals we initially proposed were merely to safeguard against any reactive, shareholder-unfriendly bylaw amendments or actions the Board may take to disenfranchise shareholders with respect to the Special Meeting or to limit the ability of shareholders to act at the Special Meeting.  To avoid a long, drawn-out dispute around whether shareholders have the ability to amend or repeal bylaws, we are nevertheless prepared to move forward without the bylaw proposals at the Special Meeting.  However, the Company is on notice that neither we, nor we believe any shareholders or proxy advisory firms, will take kindly to any defensive actions the Company may seek to take in response to our legitimate Special Meeting Request, include any attempt to “stack” the Board.  We reserve all our rights to take any actions we deem necessary should the Company nevertheless seek to further limit the rights of its shareholders.
 
 
 
 

Company Counsel further claimed in its letter that the proposed timeframe for the Special Meeting does not provide ample time for the Company’s solicitation activities in opposition to our proposals and that the proposed record date does not allow for a broker search to be conducted in accordance with the federal proxy rules.  There were seventy-two (72) days between the date that we delivered the Special Meeting Request and the proposed January 4, 2012 date for the Special Meeting.  This is more than ample time for the Company to conduct its contested solicitation.  That the Company has chosen to spend the past two weeks looking for ways to hinder the Special Meeting process as opposed to making the necessary preparations in connection with its opposition solicitation is not our problem.  As to the purported concern with the record date, our counsel has informed Company Counsel separately as to why this is not a real issue under the proxy rules.
 
Nevertheless, so that we may move forward without any further hindrance, we hereby submit an updated request for a special meeting of shareholders, to be held on Tuesday, January 22, 2013, at 10am (Local Time) at the Company’s registered offices in the state of Texas for the following purposes:

(i) to remove, without cause, each of Robert C. Hausmann, James S. Marston, and Maribess L. Miller, who are current members of the Company’s existing Board, as well as any other individual(s) (other than the individual(s) to be elected pursuant to proposal (ii) below) that may be elected or appointed to the Board to fill any existing or newly created directorship or vacancy on the Board during the period beginning October 24, 2012 up to and through the date of the Special Meeting; and

(ii) to elect Michael E. Dailey, Fulvio Dobrich and Conor O’Driscoll to fill any vacancies resulting from the removal of directors as described in proposal (i) above.

We trust that this revised timeframe and revised agenda for the Special Meeting address your and Company Counsel’s purported concerns, and expect that the Company will promptly take the steps necessary to comply with our amended Special Meeting Request.  Nothing herein should be construed as an admission or acknowledgment that the substantive and procedural “flaws” alleged by Company Counsel have any merit whatsoever.  We continue to reserve all rights with respect to the Special Meeting Request, as amended, and under applicable law.
 
Our reasons for requesting the Special Meeting remain the same as previously described.  The Meldrum Group believes that the current members of the Board are not acting in the best interests of shareholders.  The Meldrum Group is dissatisfied with the Company’s performance and the management of its affairs.  The Meldrum Group believes that calling the Special Meeting will provide the Company’s shareholders an opportunity to express their dissatisfaction with the Company’s performance and the management of its affairs, as well as an opportunity to influence the future of the Company by changing the composition of the Board.
 
By way of this letter, we are also directing the Company, pursuant to Section 21.353 of the Code, to provide written notice of the Special Meeting to each shareholder entitled to vote at the Special Meeting no earlier than December 6, 2012 and no later than December 13, 2012 (the “Notice”).  In accordance with Section 21.353 of the Code, the Notice must contain a statement regarding the purposes of the Special Meeting, which we have provided herein.  In accordance with Section 1.05 of the Bylaws, we further request that the Board fix as the record date for the Special Meeting the date that the Notice is mailed to shareholders.
 
 
 
 
 
We request that any correspondence concerning this request be delivered to the undersigned at the address set forth above and copies of such correspondence should also be simultaneously delivered to our counsel, Olshan Frome Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steve Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222, or Andrew Freedman, Esq., telephone (212) 451-2250, facsimile (212) 451-2222.  If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the undersigned immediately in writing, with a copy to Mr. Freedman, facsimile (212) 451-2222, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required.  In the absence of such prompt notice, the undersigned will assume that the Company agrees that this demand complies in all respects with the requirements of the Bylaws.  Should any provision of this request be held invalid, the remainder of the request shall remain valid.  The undersigned reserve the right to withdraw, modify or amend this request at any time.
 
 
ROCKALL EMERGING MARKETS
MASTER FUND LIMITED
     
     
 
By:
Meldrum Asset Management, LLC
its Investment Manager
     
     
 
By:
/s/ Con Egan
   
Name:
Con Egan
   
Title:
Manager


 
MELDRUM ASSET
MANAGEMENT, LLC
   
   
 
By:
/s/ Con Egan
   
Name:
Con Egan
   
Title:
Manager


   
 
/s/ Con Egan
 
Con Egan

   
 
/s/ Conor O’Driscoll
 
Conor O’Driscoll

   
 
/s/ Fulvio Dobrich
 
Fulvio Dobrich
 
 
cc:           Steve Wolosky
Andrew Freedman