-----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, Aq0kCPZcAM9VcRfSUPrWBlAgZTd4L8KIfe50+eOqVKN+FxrYeXEZuYuvPCqbwkzR af5nyPPS06KESGp2vM0GiA== 0001286207-05-000033.txt : 20050907 0001286207-05-000033.hdr.sgml : 20050907 20050907160900 ACCESSION NUMBER: 0001286207-05-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS FUND INC /DE/ CENTRAL INDEX KEY: 0000205545 IRS NUMBER: 135200790 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80682 FILM NUMBER: 051072940 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-725-6666 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP/NEW/ DATE OF NAME CHANGE: 19900916 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP OF MARYLAND INC DATE OF NAME CHANGE: 19900916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 71869 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0869 BUSINESS PHONE: 801-942-7803 MAIL ADDRESS: STREET 1: 2855 EAST COTTONWOOD PARKWAY, SUITE110 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 SC 13D/A 1 sbfwi13da050907.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1 )* The Salomon Brothers Fund Inc. - ----------------------------------------------------------------- ------- (Name of Issuer) Common Stock, par value $1.00 per share - ----------------------------------------------------------------- ------- (Title of Class of Securities) 795477108 - ----------------------------------------------------------------- ------- (CUSIP Number) Arthur D. Lipson Western Investment L L C 2855 East Cottonwood Parkway, Ste. 110 Salt Lake City, UT 84121 - ----------------------------------------------------------------- ------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Setpember 2, 2005 - ----------------------------------------------------------------- ------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), (f) or (g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. - 795477108 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). WESTERN INVESTMENT L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* (See Item 3) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 3,252,082 shares BENEFICIALLY 8 SHARED VOTING POWER (See Item 5) OWNED BY 0 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,252,082 shares PERSON 10 SHARED DISPOSITIVE POWER WITH 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 3,252,082 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ARTHUR D. LIPSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 3,252,083 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,252,083 (1) PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 3,252,083 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON* IN (1) Includes one share of Common Stock held by Arthur D. Lipson IRA. 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT HEDGED PARTNERS LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 2,020,715 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,020,715 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,020,715 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* PN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT ACTIVISM PARTNERS L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 679,309 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 679,309 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 679,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 552,058 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 552,058 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 552,058 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 2,095,300 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,095,300 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,095,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,440,429 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,440,429 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,440,429 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS MANAGEMENT, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 2,095,300 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,095,300 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,095,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT FERGUSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 3,535,729 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,535,729 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 3,535,729 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PARADIGM PARTNERS, N.W., INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON NUMBER OF 7 SOLE VOTING POWER SHARES 1,440,429 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,440,429 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,440,429 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON* CO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCOTT FRANZBLAU 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,095,300 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,095,300 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,095,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL DUNMIRE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 3,535,729 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,535,729 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 3,535,729 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* IN The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth. Item 1 is hereby amended and restated to read as follows: ITEM 1. SECURITY AND ISSUER This statement relates to shares of the Common Stock, par value $1.00 (the "Shares"), of The Salomon Brothers Fund, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 125 Broad Street, New York, New York 10004. Item 3 is hereby amended and restated to read as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 3,252,082 Shares beneficially owned by WILLC is approximately $42,306,149. The Shares beneficially owned by WILLC were acquired with the working capital of each of WIHP, WIAP, and WITR. The aggregate purchase price of the 2,095,300 Shares beneficially owned by BPM is approximately $27,355,044. The Shares beneficially owned by BPM were acquired with the working capital of BPIP. The aggregate purchase price of the 1,440,429 Shares beneficially owned by PPNW is approximately $18,473,379. The Shares beneficially owned by PPNW were acquired with the working capital of BPP. Item 4 is hereby amended to add the following: The Reporting Persons are, collectively, the largest shareholder of the Issuer. The Reporting Persons continue to have concerns with the persistent discount to net asset value at which the Shares of the Issuer have been trading and intend to continue discussions with management of the Issuer regarding possible solutions to cause the discount to be eliminated or reduced. Absent such a satisfactory resolution to this problem, the Reporting Persons will likely oppose approval of the new management agreement that the Issuer's shareholders are being asked to approve at a special meeting of shareholders scheduled to be held on October 21, 2005. Item 5(a) is hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 99,192,934 Shares outstanding as of August 22, 2005, as reported in the Issuer's Proxy Statment on Form DEF 14A, as filed with the Securities and Exchange Commission on September 2, 2005. As of the close of business on July 22, 2005, WIHP, WIAP, WITR, BPIP, and BPP beneficially owned 2,020,715, 679,309, 552,058, 2,095,300, and 1,440,429 Shares, respectively, representing 2.0%, 0.7%, 0.6%, 2.1%, and 1.5%, respectively, of the Shares outstanding. WILLC beneficially owned 3,252,082 Shares, constituting approximately 3.3% of the Shares outstanding. Mr. Lipson beneficially owned 3,252,083 Shares, constituting approximately 3.3% of the Shares outstanding. As the general partner or managing member, as the case may be, of WIHP, WIAP, and WITR, WILLC may be deemed to beneficially own the 3,252,082 Shares beneficially owned in the aggregate by WIHP, WIAP, and WITR. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 3,252,082 Shares beneficially owned by WILLC. As the managing member of BPIP, BPM may be deemed to beneficially own the 2,095,300 Shares beneficially owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 2,095,300 Shares owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 1,440,429 Shares beneficially owned by BPP. As the officers of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 1,440,429 Shares beneficially owned by PPNW. Item 5(c) is hereby amended to add the following: Schedule A annexed hereto lists all transactions by the Reporting Persons in the Shares since the filing of the initial Schedule 13D. All of such transactions were effected in the open market. SIGNATURES 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. Date: September 7, 2005 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND, LTD. By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D.Lipson ___________________ ARTHUR D. LIPSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., its Managing Member By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member By: /s/ Scott Franzblau ___________________ SCOTT FRANZBLAU By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc., its Managing Member By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal PARADIGM PARTNERS, N.W. INC. By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE SCHEDULE A Transaction Code Quantity Trade Date Price WIHP Buy 12,400 7/22/2005 $13.7250 Buy 7,200 7/28/2005 $13.8432 Buy 9,621 7/28/2005 $13.8405 Buy 15,494 7/29/2005 $13.9303 Sell 24,500 7/29/2005 $13.9256 Buy 1,000 8/02/2005 $13.9585 Buy 2,700 8/16/2005 $13.8900 Sell 2,700 8/16/2005 $13.9200 Buy 14,700 8/25/2005 $13.9472 Buy 8,800 8/26/2005 $13.9022 Buy 19,000 8/30/2005 $13.8875 Buy 10,900 8/31/2005 $13.9709 Buy 45,400 9/01/2005 $14.0242 Buy 173,100 9/02/2005 $13.9813 WIAP Buy 25,786 7/27/2005 $13.7288 Buy 2,800 8/26/2005 $13.9022 Buy 5,600 8/30/2005 $13.8875 Buy 3,200 8/31/2005 $13.9716 Buy 13,500 9/01/2005 $14.0242 Buy 51,600 9/02/2005 $13.9813 WITR Buy 4,000 8/26/2005 $13.9022 Buy 8,600 8/30/2005 $13.8875 Buy 5,000 8/31/2005 $13.9720 Buy 20,700 9/01/2005 $14.0242 Buy 78,900 9/02/2005 $13.9813 BPP Buy 5,700 7/22/2005 $13.6854 Buy 5,100 7/25/2005 $13.7209 Buy 19,800 7/27/2005 $13.7125 Buy 20,300 7/28/2005 $13.8430 Buy 3,900 7/29/2005 $13.8987 Buy 2,600 8/02/2005 $13.9421 Buy 2,500 8/03/2005 $14.0057 Buy 4,900 8/04/2005 $13.9978 Buy 600 8/08/2005 $13.9503 Buy 5,200 8/16/2005 $13.8921 Buy 10,800 8/29/2005 $13.8882 Buy 900 8/31/2005 $14.0200 Buy 40,400 9/02/2005 $13.9843 BPIP Buy 22,900 7/22/2005 $13.6854 Buy 20,600 7/25/2005 $13.7209 Buy 59,500 7/27/2005 $13.7125 Buy 81,300 7/28/2005 $13.8430 Buy 15,500 7/29/2005 $13.8987 Buy 10,500 8/02/2005 $13.9421 Buy 10,400 8/03/2005 $14.0057 Buy 18,100 8/04/2005 $13.9978 Buy 1,800 8/05/2005 $13.9350 Buy 2,300 8/08/2005 $13.9503 Buy 1,000 8/12/2005 $14.0100 Buy 15,900 8/16/2005 $13.8921 Buy 500 8/17/2005 $13.8700 Buy 43,300 8/29/2005 $13.8882 Buy 3,400 8/31/2005 $14.0200 Buy 161,600 9/02/2005 $13.9843 WILLC NONE BPM NONE PPNW NONE Mr. Lipson NONE Mr. Franzblau NONE Mr. Dunmire NONE Mr. Ferguson NONE -----END PRIVACY-ENHANCED MESSAGE-----