-----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, QvKC/QXFIxURMa7s5FM5JDuOCvPXmgyB0S46OgRHlgcrCPoFVYsEmJL0BLMcHHiC kqWJORJ+PAFgFLLjiXi79g== 0000893220-06-000224.txt : 20060208 0000893220-06-000224.hdr.sgml : 20060208 20060208153413 ACCESSION NUMBER: 0000893220-06-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 GROUP MEMBERS: DAVID W. WRIGHT GROUP MEMBERS: HENRY INVESTMENT TRUST, L.P. GROUP MEMBERS: HENRY PARTNERS, L.P. GROUP MEMBERS: MATTHEW PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEGENER CORP CENTRAL INDEX KEY: 0000715073 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 810371341 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34620 FILM NUMBER: 06588976 BUSINESS ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 BUSINESS PHONE: 4046230096 MAIL ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 FORMER COMPANY: FORMER CONFORMED NAME: TELECRAFTER CORP DATE OF NAME CHANGE: 19890718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENRY PARTNERS L P CENTRAL INDEX KEY: 0001038390 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159854484 MAIL ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC 13D/A 1 w17252sc13dza.txt SCHEDULE 13D/A (AMENDMENT NO. 4) WEGENER CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Wegener Corporation ------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 948595104 ---------------- (CUSIP Number) Frederick W. Dreher, Esquire John W. Kauffman, Esquire Duane Morris LLP, 30 South 17th Street Philadelphia, PA 19103; telephone: 215-979-1227 ---------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). SCHEDULE 13D CUSIP No. 948595104
- ------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Henry Partners, L.P. I.R.S. I.D. No. 23-2888396 - ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - ------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 720,000 shares ----------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ----------------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 720,000 shares REPORTING ----------------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,000 shares - ------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) N/A - ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - ------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------------------------------------
CUSIP No. 948595104
- ------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Matthew Partners, L.P. I.R.S. I.D. No. 23-3063303 - ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - ------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 280,000 shares ----------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ----------------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 280,000 shares REPORTING ----------------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,000 shares - ------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) N/A - ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% - ------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------------------------------------
CUSIP No. 948595104
- ------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Henry Investment Trust, L.P. I.R.S. I.D. No. 23-2887157 - ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - ------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - ------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,000,000 shares* ----------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ----------------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 1,000,000 shares* REPORTING ----------------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 shares - ------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) N/A - ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%* - ------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------------------------------------
*NOTE: Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. See Item 2 of this Schedule 13D/A. CUSIP No. 948595104
- ------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) David W. Wright - ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - ------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,000,000 shares* ----------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ----------------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 1,000,000 shares* REPORTING ----------------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 shares - ------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) N/A - ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%* - ------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------------------------------------
*NOTE: David W. Wright is the President of Canine Partners, LLC, which is the sole general partner of Henry Investment Trust, L.P. Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. See Item 2 of this Schedule 13D/A. CUSIP No. 948595104 The following constitutes Amendment No. 4 to the Schedule 13D filed by Henry Partners, L.P., Matthew Partners, L.P., Henry Investment Trust, L.P. and David W. Wright with the Securities and Exchange Commission on August 26, 2005, as amended by Amendment No. 1 filed on September 29, 2005, Amendment No. 2 filed on October 21, 2005 and Amendment No. 3 filed on December 29, 2005. Item 1. Security and Issuer. This statement relates to shares of the common stock, $.01 par value per share (the "Shares"), of Wegener Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 11350 Technology Circle, Duluth, Georgia 30097. Item 2. Identity and Background. (a) - (c) This Statement is filed jointly by Henry Partners, L.P. ("Henry"), Matthew Partners, L.P. ("Matthew"), Henry Investment Trust, L.P. ("HIT") and David W. Wright. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Henry and Matthew are private investment funds. HIT is the sole General Partner of each of Henry and Matthew. David W. Wright is the investment manager of each of Henry and Matthew and is the President of Canine Partners, LLC ("Canine"), the General Partner of HIT. Investment decisions made on behalf of Henry and Matthew are made primarily through their General Partner and David W. Wright. The principal business address of each of Henry, Matthew, HIT and Mr. Wright is 255 South 17th Street, Suite 2608, Philadelphia, PA 19103. The Reporting Persons are reporting in this Amendment No. 4 that Professor Jeffrey J. Haas is no longer included in the group that is filing this Schedule 13D. Each of the Reporting Persons is a party to the Joint Filing and Solicitation Agreement dated as of October 20, 2005 (the "Joint Filing and Solicitation Agreement"), as amended as of February 3, 2006, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D pursuant to this Amendment No. 4. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Henry and Matthew are Delaware limited partnerships. HIT is a Pennsylvania limited partnership. Canine is a Pennsylvania limited liability company, and David W. Wright is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 720,000 Shares owned by Henry is $1,022,504.31, and the aggregate purchase price of the 280,000 Shares owned by Matthew is $377,922.32. Shares owned by Henry and Matthew were acquired with the funds of each respective partnership. Item 4. Purpose of the Transaction. Henry and Matthew purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. At the Issuer's Annual Meeting held on January 31, 2006, Henry nominated David W. Wright and Jeffrey J. Haas as Class II directors of the Issuer's Board of Directors. At the reconvened Annual Meeting held at 1 p.m. on February 3, 2006, David W. Wright and Jeffrey J. Haas were elected as Class II directors of the Issuer's Board of Directors. Mr. Wright and Professor Haas, therefore, are now serving as directors of the Issuer. As of the close of business on February 3, 2006, Professor Haas is no longer deemed a member of the group under this Schedule 13D. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D/A, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares or changing their intention with respect to any and all matters referred to in this Item 4. Item 5. Interest in Securities of the Issuer. (a)-(b) The aggregate percentage of Shares reported owned by each person named herein is based upon 12,579,051 Shares outstanding, which is the total number of Shares outstanding as of December 16, 2005 as reported in the Issuer's preliminary proxy statement filed on December 22, 2005. As of December 29, 2005, Henry beneficially owned 720,000 Shares, constituting approximately 5.7% of the Shares outstanding, and Matthew beneficially owned 280,000 Shares, constituting approximately 2.2% of the Shares outstanding. Mr. Wright, as President of Canine, as the sole general partner of HIT, as the sole general partner of each of Henry and Matthew, has the authority to vote and dispose of such Shares. (c) The following is a list of all transactions in the Issuer's Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.
No. of Share Purchase Price Name of Purchaser Date of Purchase Purchased Per Share - ----------------- ---------------- ------------ -------------- Henry 12/07/2005 10,000 1.23 Henry 12/12/2005 10,000 1.45 Matthew 12/07/2005 10,000 1.23 Matthew 12/09/2005 5,000 1.35 Matthew 12/12/2005 7,800 1.45
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On October 20, 2005, the Reporting Persons entered into the Joint Filing and Solicitation Agreement, which was amended as of February 3, 2006, a copy of which is attached as an exhibit to this Amendment No. 4 and incorporated herein by reference, in which, among other things, the Reporting Persons agreed to the joint filing on behalf of each of them of statement on Schedule 13D with respect to the Shares and each of Henry, Matthew and HIT agreed to bear all expenses incurred in connection with the Reporting Persons' activities, in amounts to be mutually agreed upon by Henry, Matthew and HIT. SIGNATURE After reasonable inquiry and to the best of the undersigneds' knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC Date: February 7, 2005 By: /s/ David W. Wright ----------------------------------- David W. Wright, President MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC Date: February 7, 2005 By: /s/ David W. Wright ----------------------------------- David W. Wright, President HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC Date: February 7, 2005 By: /s/ David W. Wright ----------------------------------- David W. Wright, President Date: February 7, 2005 /s/ David W. Wright -------------------------------------- David W. Wright JOINT FILING AND SOLICITATION AGREEMENT This Joint Filing and Solicitation Agreement dated as of October 20, 2005, as amended as of February 3, 2006, is by and among Henry Partners, L.P. ("Henry"), a Delaware limited partnership, Matthew Partners, L.P. ("Matthew"), a Delaware limited partnership, Henry Investment Trust, L.P. ("HIT"), a Pennsylvania limited partnership, and David W. Wright. RECITALS: WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Wegener Corporation ("Wegener"), a Delaware corporation; WHEREAS, on September 29, 2005, Henry, Matthew and HIT entered into a Joint Filing Agreement whereby they agreed to file a joint Schedule 13D (and amendments thereto) with respect to the common stock of Wegener (the "Joint Filing Agreement"), which was amended as of December 28, 2005; NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the "Group") agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the common stock of Wegener (the "Shares"). Each member of the Group shall be responsible for the accuracy and completeness of each member's own disclosure therein. 2. So long as this agreement is in effect, each of the undersigned shall provide written notice to David W. Wright of (i) any of their purchases or sales of Shares or (ii) any Shares over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction. 3. Jeffrey J. Haas is no longer a party to this Joint Filing Agreement as of the close of business on February 3, 2006. 4. Each of Henry, Matthew and HIT hereby agrees to bear all expenses incurred in connection with the Group's activities, in amounts to be mutually agreed upon by Henry, Matthew and HIT. Notwithstanding the foregoing, Henry, Matthew and HIT shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without the prior written approval of Henry, Matthew or HIT; (ii) the value of the time of any party; (iii) legal fees incurred without the prior written approval of Henry, Matthew or HIT or (iv) subject to the proviso in the preceding sentence, the costs of any counsel, other than Duane Morris LLP, engaged in connection with any pending or threatened litigation without the prior written consent of Henry, Matthew or HIT. 5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to purchase or sell Shares of Wegener, as it deems appropriate, in its sole discretion, provided that all such sales are made in compliance with all applicable securities laws and subject to the notification provisions of Section 2 of this Agreement. 6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 7. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the federal and state courts in the Commonwealth of Pennsylvania. 8. Any party hereto may terminate such party's obligations under this Agreement at any time on 24 hours' written notice to all other parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------- David W. Wright, President MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------- David W. Wright, President HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------- David W. Wright, President /s/ David W. Wright -------------------------------------- David W. Wright The undersigned acknowledges that as of the close of business on February 3, 2006, the undersigned is no longer a party to this Joint Filing Agreement and is no longer a member of the group reporting on the Schedule 13D to which this agreement relates. /s/ Jeffrey J. Haas -------------------------------------- Jeffrey J. Haas -----END PRIVACY-ENHANCED MESSAGE-----