Emmis Communications Corporation
|
6.25% Series A Cumulative Convertible Preferred Stock
Class A Common Stock, par value $0.01 per share
|
291525202
291525103
|
John Barrett
Corre Partners Management, LLC
1370 Avenue of the Americas
29 th Floor
New York, NY 10019
( 646-863-7152 646-863-7152 )
|
January 31, 2012
|
*
|
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.
|
CUSIP No. 291525202
CUSIP No. 291525103
|
1.
|
Names of Reporting Persons.
Corre Opportunities Fund, LP
|
||
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (see instructions)
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.42% (2)
1.27% (3)
|
14.
|
Type of Reporting Person (see instructions) IA
|
(1)
|
Reporting Person beneficially owns 179,850 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”), which are convertible as of the date of this Schedule 13D into 438,834 shares of Class A Common Stock (the “Common Stock”). The calculation of percentage ownership of the Preferred Shares is based upon 2,422,320 outstanding Preferred Shares as of February 1, 2011 as disclosed in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares. The issuer’s assertion that there are 2,422,320 outstanding Preferred Shares assumes that the shares purchased by the Issuer pursuant to the Total Return Swap Transactions remain outstanding, which may not be the case. If the Preferred Shares that were purchased by the Issuer in the Total Return Swap Transactions are treated as redeemed or otherwise not eligible to be voted, then the Reporting Persons’ beneficial ownership in the Preferred Shares would represent 19.18% of the Class represented in Row 11. Until the Preferred Shares are converted, the Reporting Persons do not have any sole or shared voting or dispositive power over any shares of Common Stock.
|
(2)
|
Based on 2,422,320 Preferred Shares outstanding as of February 1, 2012 based on disclosures in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares.
|
(3)
|
Based on 34,446,113 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (based on 34,407,279 shares outstanding as of January 4, 2012, as disclosed in the Issuer’s most recent Form 10Q filed with the SEC on January 12, 2012, plus the shares issuable upon conversion of the Reporting Persons’ Preferred Shares).
|
CUSIP No. 291525202
CUSIP No. 291525103
|
1.
|
Names of Reporting Persons.
Corre Partners Advisors, LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (see instructions)
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.42% (2)
1.27% (3)
|
14.
|
Type of Reporting Person (see instructions) IA
|
(1)
|
Reporting Person beneficially owns 179,850 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”), which are convertible as of the date of this Schedule 13D into 438,834 shares of Class A Common Stock (the “Common Stock”). The calculation of percentage ownership of the Preferred Shares is based upon 2,422,320 outstanding Preferred Shares as of February 1, 2011 as disclosed in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares. The issuer’s assertion that there are 2,422,320 outstanding Preferred Shares assumes that the shares purchased by the Issuer pursuant to the Total Return Swap Transactions remain outstanding, which may not be the case. If the Preferred Shares that were purchased by the Issuer in the Total Return Swap Transactions are treated as redeemed or otherwise not eligible to be voted, then the Reporting Persons’ beneficial ownership in the Preferred Shares would represent 19.18% of the Class represented in Row 11. Until the Preferred Shares are converted, the Reporting Persons do not have any sole or shared voting or dispositive power over any shares of Common Stock.
|
(2)
|
Based on 2,422,320 Preferred Shares outstanding as of February 1, 2012 based on disclosures in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares.
|
(3)
|
Based on 34,446,113 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (based on 34,407,279 shares outstanding as of January 4, 2012, as disclosed in the Issuer’s most recent Form 10Q filed with the SEC on January 12, 2012, plus the shares issuable upon conversion of the Reporting Persons’ Preferred Shares).
|
CUSIP No. 291525202
CUSIP No. 291525103
|
1.
|
Names of Reporting Persons.
Corre Partners Management, LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (see instructions)
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.42% (2)
1.27% (3)
|
14.
|
Type of Reporting Person (see instructions) IA
|
(1)
|
Reporting Person beneficially owns 179,850 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”), which are convertible as of the date of this Schedule 13D into 438,834 shares of Class A Common Stock (the “Common Stock”). The calculation of percentage ownership of the Preferred Shares is based upon 2,422,320 outstanding Preferred Shares as of February 1, 2011 as disclosed in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares. The issuer’s assertion that there are 2,422,320 outstanding Preferred Shares assumes that the shares purchased by the Issuer pursuant to the Total Return Swap Transactions remain outstanding, which may not be the case. If the Preferred Shares that were purchased by the Issuer in the Total Return Swap Transactions are treated as redeemed or otherwise not eligible to be voted, then the Reporting Persons’ beneficial ownership in the Preferred Shares would represent 19.18% of the Class represented in Row 11. Until the Preferred Shares are converted, the Reporting Persons do not have any sole or shared voting or dispositive power over any shares of Common Stock.
|
(2)
|
Based on 2,422,320 Preferred Shares outstanding as of February 1, 2012 based on disclosures in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares.
|
(3)
|
Based on 34,446,113 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (based on 34,407,279 shares outstanding as of January 4, 2012, as disclosed in the Issuer’s most recent Form 10Q filed with the SEC on January 12, 2012, plus the shares issuable upon conversion of the Reporting Persons’ Preferred Shares).
|
CUSIP No. 291525202
CUSIP No. 291525103
|
1.
|
Names of Reporting Persons.
John Barrett
|
||
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (see instructions)
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.42% (2)
1.27% (3)
|
14.
|
Type of Reporting Person (see instructions) IA
|
(1)
|
Reporting Person beneficially owns 179,850 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”), which are convertible as of the date of this Schedule 13D into 438,834 shares of Class A Common Stock (the “Common Stock”). The calculation of percentage ownership of the Preferred Shares is based upon 2,422,320 outstanding Preferred Shares as of February 1, 2011 as disclosed in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares. The issuer’s assertion that there are 2,422,320 outstanding Preferred Shares assumes that the shares purchased by the Issuer pursuant to the Total Return Swap Transactions remain outstanding, which may not be the case. If the Preferred Shares that were purchased by the Issuer in the Total Return Swap Transactions are treated as redeemed or otherwise not eligible to be voted, then the Reporting Persons’ beneficial ownership in the Preferred Shares would represent 19.18% of the Class represented in Row 11. Until the Preferred Shares are converted, the Reporting Persons do not have any sole or shared voting or dispositive power over any shares of Common Stock.
|
(2)
|
Based on 2,422,320 Preferred Shares outstanding as of February 1, 2012 based on disclosures in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares.
|
(3)
|
Based on 34,446,113 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (based on 34,407,279 shares outstanding as of January 4, 2012, as disclosed in the Issuer’s most recent Form 10Q filed with the SEC on January 12, 2012, plus the shares issuable upon conversion of the Reporting Persons’ Preferred Shares).
|
CUSIP No. 291525202
CUSIP No. 291525103
|
1.
|
Names of Reporting Persons.
Eric Soderlund
|
||
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (see instructions)
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
179,850 Preferred Shares (1)
438,834 Common Stock (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.42% (2)
1.27% (3)
|
14.
|
Type of Reporting Person (see instructions) IA
|
(1)
|
Reporting Person beneficially owns 179,850 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”), which are convertible as of the date of this Schedule 13D into 438,834 shares of Class A Common Stock (the “Common Stock”). The calculation of percentage ownership of the Preferred Shares is based upon 2,422,320 outstanding Preferred Shares as of February 1, 2011 as disclosed in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares. The issuer’s assertion that there are 2,422,320 outstanding Preferred Shares assumes that the shares purchased by the Issuer pursuant to the Total Return Swap Transactions remain outstanding, which may not be the case. If the Preferred Shares that were purchased by the Issuer in the Total Return Swap Transactions are treated as redeemed or otherwise not eligible to be voted, then the Reporting Persons’ beneficial ownership in the Preferred Shares would represent 19.18% of the Class represented in Row 11. Until the Preferred Shares are converted, the Reporting Persons do not have any sole or shared voting or dispositive power over any shares of Common Stock.
|
(2)
|
Based on 2,422,320 Preferred Shares outstanding as of February 1, 2012 based on disclosures in the Issuer’s TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent Schedule 8-K’s filed by Issuer with details regarding additional redemptions of Preferred Shares.
|
(3)
|
Based on 34,446,113 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (based on 34,407,279 shares outstanding as of January 4, 2012, as disclosed in the Issuer’s most recent Form 10Q filed with the SEC on January 12, 2012, plus the shares issuable upon conversion of the Reporting Persons’ Preferred Shares).
|
(a)
|
Name of Persons Filing
|
(i)
|
Corre Opportunities Fund, LP, a Delaware limited partnership (the “Fund”), with respect to shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”) directly owned by it;
|
(ii)
|
Corre Partners Advisors, LLC, a Delaware limited liability company (the “General Partner”), which serves as the general partner of the Fund, with respect to the Preferred Shares directly owned by the Fund;
|
(iii)
|
Corre Partners Management, LLC, a Delaware limited liability company which has been delegated investment authority over the assets of the Fund by the General Partner with respect to the Preferred Shares directly owned by the Fund;
|
(iv)
|
Mr. John Barrett (“Mr. Barrett”) who serves as a managing member of the General Partner with respect to the Preferred Shares directly owned by the Fund;
|
(v)
|
Mr. Eric Soderlund (Mr. Soderlund”) who serves as a managing member of the General Partner with respect to the Preferred Shares directly owned by the Fund.
|
(b)
|
Residence or business address
|
(c)
|
Present Principal Occupation
|
(d)-(e)
|
During the past five years, none of the Reporting Persons has
|
(f)
|
Citizenship
|
Trade Date
Date
|
Quantity |
Unit
Price
|
Amount | |||
12/16/2011 | 4,000 | 15.5938 | 62,375.20 | |||
12/29/2011 | 100 | 15.6200 | 1,562.00 | |||
12/30/2011 | 200 | 15.6200 | 3,124.00 | |||
1/3/2012 | 5,050 | 17.1926 | 86,822.63 | |||
1/5/2012 | 2,200 | 18.4914 | 40,681.08 | |||
1/6/2012 | 2,600 | 19.7019 | 51,224.94 | |||
1/13/2012 | 4,030 | 21.2138 | 85,491.61 | |||
1/25/2012 | 200 | 21.9745 | 4,394.90 | |||
1/29/2012 | 400 | 21.5200 | 8,608.00 | |||
1/31/2012 | 1,980 | 21.5109 | 42,591.48 |
Dated: February 3, 2012
|
By:
|
/s/ John Barrett | |
John Barrett, individually |
|
By:
|
/s/ Eric Soderlund | |
Eric Soderlund, individually |
John Barrett and Eric Soderlund, as Managing Members of Corre
Partners Management, LLC for
|
|||
itself and on behalf of Corre Partners Advisors,
LLC and Corre Opportunities Fund, LP,
as the managing members of Corre Partners
Advisers, LLC and in its capacity as the
general partner of Corre Opportunities Fund, LP
|
|
By:
|
/s/ John Barrett | |
John Barrett |
|
By:
|
/s/ Eric Soderlund | |
Eric Soderlund |
A.
|
On December 1, 2011, Emmis launched a modified “Dutch auction” tender offer to purchase up to $6,000,000 in value of Preferred Shares at a price per share not less than $12.50 and not greater than $15.56 (the “Tender Offer”). The Tender Offer is currently scheduled to expire at 5:00 p.m., New York City time, on December 30, 2011, unless extended. Depending on the final purchase price of the offer, if the offer is fully subscribed, Emmis could purchase between 385,604 and 480,000 Preferred Shares representing approximately 14.8% to 18.4% of the issued and outstanding Preferred Shares as of December 1, 2011.
|
B.
|
Prior to commencement of the Tender Offer, Emmis entered into securities purchase agreements structured as “total return swaps” (the “Purchase Agreements”) with holders of Preferred Shares representing a total of 1,484,679 Preferred Shares (the “Purchased Shares”). Under the terms of the Purchase Agreements, the Purchased Shares remain outstanding and eligible to be voted, and Emmis obtains the authority to direct the voting of the Purchased Shares.
|
C.
|
Furthermore, as disclosed in the Offer to Purchase filed by Emmis on December 1, 2011, if Emmis is able to obtain the ability to direct the vote of at least 66 2/3% of the issued and outstanding Preferred Shares following the completion of the Tender Offer, Emmis may elect to, among other things, amend or eliminate various rights of the Preferred Shares, including but not limited to: (i) reducing or eliminating the liquidation preference of the Preferred Shares, (ii) removing the ability of the holders of Preferred Shares to require Emmis to repurchase all or any portion of such holders’ Preferred Shares upon a change of control or certain going-private transactions, (iii) removing Emmis’ obligation to pay to holders of Preferred Shares the amount of dividends in respect of their Preferred Shares that are currently accrued and unpaid, (iv) changing the designation of the Preferred Shares from “Cumulative” to “Non-Cumulative” such that dividends or distributions on the Preferred Shares shall cease to accrue, (v) eliminating the rights of the holders of Preferred Shares to nominate directors to Emmis’ Board of Directors as a result of arrearages in dividends, and (vi) eliminating the restrictions on Emmis’ ability to pay dividends or make distributions on its Common Shares prior to paying accrued and unpaid dividends or distributions on Preferred Shares. If the above-described amendments are made, the market value of the Preferred Shares remaining outstanding will be materially and adversely affected, and Emmis may engage in various actions that are currently prohibited or limited by the various terms and provisions of the Preferred Shares.
|
LOCKED-UP HOLDER
|
|||
Corre Opportunities Fund, LP
|
|||
By:
|
/s/ John Barrett
|
||
Name:
|
John Barrett
|
||
Title:
|
Managing Partner
|
||
Address: 1370 Avenue of the Americas, 29th FL
City/State/Zip: New York, New York 10019
Country: USA
|
|||
Telecopy: 646-863-7161
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 159,090
|
|||
Common Shares Beneficially Owned by Such Locked-Up Holder: 0
|
LOCKED-UP HOLDER
|
|||
Zazove Associates LLC
|
|||
By:
|
/s/ Steven M. Kleiman
|
||
Name: Steven M. Kleiman
|
|||
Title: Chief Operating Officer
|
|||
Address: 1001 Tahoe Blvd.
City/State/Zip: Incline Village, NV 89451
Country: USA
|
|||
Telecopy: 847.239.7101
|
|||
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 473,153
|
|||
Common Shares Beneficially Owned by Such
Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
|
|||
DJD GROUP LLLP
|
|||
By:
|
/s/ Don DeFosset
|
||
Name: Don DeFosset
Title: GP
|
|||
Address: 4221 W. Boy Scout Blvd STE 1000
City/State/Zip: TAMPA, FL 33607
Country:
|
|||
Telecopy: 813.902.9408
|
|||
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 76,810
|
|||
Common Shares Beneficially Owned by Such
Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
|
|||
By:
|
/s/ Kevan A. Fight
|
||
Name: Kevan A. Fight
|
|||
Title:
|
|||
Address: 6787 Walter Waite Ct.
City/State/Zip: Brecksville, Ohio 44141
Country: USA
|
|||
Telecopy: 440-570-0202
|
|||
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 57,750
|
|||
Common Shares Beneficially Owned by Such
Locked-Up Holder: -0-
|
1.
|
Agreement to be Bound. The Joining Party hereby agrees to join and be bound by all of the terms of the Agreement. The Joining Party shall hereafter be deemed to be a “Locked-Up Holder” for all purposes under the Agreement.
|
2.
|
Representations and Warranties. The Joining Party hereby makes, as of the date hereof, the representations and warranties of the Locked-Up Holders set forth in the Agreement in Sections 1 and 5 thereof.
|
3.
|
Governing Law. This Joinder shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
|
JOINING PARTY
|
|||
By:
|
|||
Name:_______________________________
Title:_______________________________
|
Address: ______________________________________________
|
|
City/State/Zip:__________________________________________
|
|
Country:______________________________________________
|
|
Telecopy:_____________________________________________
|
|
Preferred Shares Beneficially Owned by Such
|
|
Joining Party:__________________________________________
|
|
Common Shares Beneficially Owned by Such
|
|
Joining Party:__________________________________________
|
|
Preferred Shares
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Previously Owned
|
|
|
|
|
||||
Acquired
|
|
|
|
|
||||
Transferred
|
|
|
|
|
||||
Current Ownership
|
|
|
|
|
1
|
Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.
|
LOCKED-UP HOLDER
Zazove Associates LLC
|
|||
By: | |||
Name: Steven M. Kleiman
Title: Chief Operating Officer
|
|||
Address: 1001 Tahoe Blvd.
City/State/Zip: Incline Village, NV 89451
Country: USA
Telecopy: (847) 239-7101
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 491,510
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
Corre Opportunities Fund, LP
|
|||
By: | |||
Name: John Barrett
Title: Managing Partner
|
|||
Address: 1370 Avenue of the Americas, 29th Floor
City/State/Zip: New York, NY 10019
Country: USA
Telecopy: (646) 863-7161
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 179,850
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
DJD Group LLLP
|
|||
By: | |||
Name: Don DeFosset
Title: General Partner
|
|||
Address: 4221 W. Boy Scout Blvd. Suite 1000
City/State/Zip: Tampa, FL 33607
Country: USA
Telecopy: (813) 902-9408
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 76,810
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
|
|||
By: | |||
Name: Kevan A. Fight
Title: N/A
|
|||
Address: 6787 Walter Waite Ct.
City/State/Zip: Brecksville, Ohio 44141
Country: USA
Telecopy: (440) 570-0202
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 57,750
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-
|
LOCKED-UP HOLDER
First Derivative Traders LP
|
|||
By: | |||
Name: Marten Hirsch
Title: Managing Member
|
|||
Address: 1319 Rutland Lane
City/State/Zip: Wynnewood, PA 19096
Country: USA
Email: mhirsch@fdrv.net
|
|||
Preferred Shares Beneficially Owned by Such Locked-Up Holder: 5,500
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-
|