0000902664-13-001898.txt : 20130415 0000902664-13-001898.hdr.sgml : 20130415 20130415144022 ACCESSION NUMBER: 0000902664-13-001898 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130415 DATE AS OF CHANGE: 20130415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87408 FILM NUMBER: 13760950 BUSINESS ADDRESS: STREET 1: C/O INTERMEDIA PARTNERS, L.P. STREET 2: 405 LEXINGTON AVENUE, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-503-2862 MAIL ADDRESS: STREET 1: C/O INTERMEDIA PARTNERS, L.P. STREET 2: 405 LEXINGTON AVENUE, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p13-1101sc13g.htm HEMISPHERE MEDIA GROUP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.[__])*
 

Hemisphere Media Group, Inc.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

42365Q103

(CUSIP Number)
 

April 4, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 42365Q103SCHEDULE 13GPage 2 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Partners

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

85,162 shares of Class A Common Stock

97,328 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

85,162 shares of Class A Common Stock

97,328 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

85,162 shares of Class A Common Stock

97,328 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.65%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 3 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Institutional Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

190,659 shares of Class A Common Stock

217,896 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

190,659 shares of Class A Common Stock

217,896 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

190,659 shares of Class A Common Stock

217,896 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.64%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 4 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

214,179 shares of Class A Common Stock

244,776 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

214,179 shares of Class A Common Stock

244,776 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

214,179 shares of Class A Common Stock

244,776 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.08%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 5 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.09%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 6 of 14 Pages

 

1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.09%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 7 of 14 Pages

 

1

NAME OF REPORTING PERSON

Stephen M. Dowicz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

490,000 shares of Class A Common Stock

560,000 shares of Class A Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.09%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 8 of 14 Pages

 

Item 1(a). NAME OF ISSUER
   
  Hemisphere Media Group, Inc. (the "Company")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  2000 Ponce de Leon Boulevard, Suite 500, Coral Gables, FL 33134

 

Item 2(a). NAME OF PERSON FILING
   
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
  (i) Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD.  DKCM (as defined below) is responsible for the voting and investment decisions of DKP;
  (ii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
  (iii) Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL").  Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company, is the investment manager of DKIL. DKCM is responsible for the voting and investment decisions of DKIL;
  (iv) Davidson Kempner Capital Management LLC, a New York limited liability company and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of DKP, DKIP, and DKIL ("DKCM") either directly or by virtue a sub-advisory agreement with the investment manager of the relevant fund.  The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant and Morgan Blackwell; and
  (v) Messrs. Thomas L. Kempner, Jr., and Stephen M. Dowicz through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Partners, 65 East 55th Street, 19th Floor, New York, New York 10022.

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 9 of 14 Pages

 

Item 2(c). CITIZENSHIP
   
  (i) DKP – a New York limited partnership
  (ii) DKIP – a Delaware limited partnership
  (iii) DKIL – a British Virgin Islands corporation
  (iv) DKCM – a New York limited liability company
  (v) Messrs. Thomas L. Kempner, Jr. and Stephen M. Dowicz – United States

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A Common Stock, par value $0.0001 (the "Class A Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  The CUSIP number of the Class A Common Stock is 42365Q103.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ________________________________________

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 10 of 14 Pages

 

Item 4. OWNERSHIP
   
  The percentages used in this Schedule 13G are calculated based upon 10,991,100 shares of Class A Common Stock reported to be outstanding in the Company's Current Report on Form 8-K filed on April 11, 2013.
   
  A. DKP
   
 

(a) Amount beneficially owned: 85,162 shares of Class A Common Stock and 97,328 shares of Class A Common Stock issuable upon exercise of warrants

   
  (b) Percent of class:  1.65%.
   
  (c) Number of shares as to which such person has:
   
 

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 85,162 shares of Class A Common Stock and 97,328 shares of Class A Common Stock issuable upon exercise of warrants

(iii) sole power to dispose or to direct the disposition: 0

(iv) shared power to dispose or to direct the disposition: 85,162 shares of Class A Common and Stock 97,328 shares of Class A Common Stock issuable upon exercise of warrants

   
  B. DKIP
   
 

(a) Amount beneficially owned: 190,659 shares of Class A Common Stock and 217,896 shares of Class A Common Stock issuable upon exercise of warrants

   
  (b) Percent of class:  3.64%.  
   
  (c) Number of shares as to which such person has:
   
 

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 190,659 shares of Class A Common Stock and 217,896 shares of Class A Common Stock issuable upon exercise of warrants

(iii) sole power to dispose or to direct the disposition: 0

(iv) shared power to dispose or to direct the disposition: 190,659 shares of Class A Common Stock and 217,896 shares of Class A Common Stock issuable upon exercise of warrants

 

   
  C. DKIL
 
CUSIP No. 42365Q103SCHEDULE 13GPage 11 of 14 Pages

 

   
 

(a) Amount beneficially owned: 214,179 shares of Class A Common Stock and 244,776 shares of Class A Common Stock issuable upon exercise of warrants

   
  (b) Percent of class:  4.08%.
   
  (c) Number of shares as to which such person has:
   
 

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 214,179 shares of Class A Common Stock and 244,776 shares of Class A Common Stock issuable upon exercise of warrants

(iii) sole power to dispose or to direct the disposition: 0

(iv) shared power to dispose or to direct the disposition: 214,179 shares of Class A Common Stock and 244,776 shares of Class A Common Stock issuable upon exercise of warrants

 

   
  D. DKCM
   
 

(a) Amount beneficially owned: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

   
  (b) Percent of class:  9.09%.
   
  (c) Number of shares as to which such person has:
   
 

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

(iii) sole power to dispose or to direct the disposition: 0

(iv) shared power to dispose or to direct the disposition: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

   
 

 E. Thomas L. Kempner, Jr. and Stephen M. Dowicz

   
 

(a) Amount beneficially owned: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

   
  (b) Percent of class:  9.09%.
   
  (c) Number of shares as to which such person has:
 
CUSIP No. 42365Q103SCHEDULE 13GPage 12 of 14 Pages

 

   
 

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

(iii) sole power to dispose or to direct the disposition: 0

(iv) shared power to dispose or to direct the disposition: 490,000 shares of Class A Common Stock and 560,000 shares of Class A Common Stock issuable upon exercise of warrants

 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not Applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not Applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not Applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not Applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not Applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
  By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   

 

 
CUSIP No. 42365Q103SCHEDULE 13GPage 13 of 14 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

April 15, 2013 davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LLC
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
   
  /s/ Thomas L. Kempner, Jr.
  Thomas L. Kempner, Jr.
   
  /s/  Stephen M. Dowicz
  Stephen M. Dowicz
   
 
CUSIP No. 42365Q103SCHEDULE 13GPage 14 of 14 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

April 15, 2013

  davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
 
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LLC
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

 

  /s/ Thomas L. Kempner, Jr.
  Thomas L. Kempner, Jr.
   
  /s/  Stephen M. Dowicz
  Stephen M. Dowicz