Schedule 13D Amendment No. 1

-----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, Mslr6D6amfonmxdt69KG/cSZLV+ZmT674Yr1Rv/eMqT8VIt7utsu0OePZ6NorTCR uWKtiy9/n9GujXQZ4GQ5tg== 0001193125-07-013848.txt : 20070126 0001193125-07-013848.hdr.sgml : 20070126 20070126123514 ACCESSION NUMBER: 0001193125-07-013848 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COINSTAR INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52865 FILM NUMBER: 07555400 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE S E CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE S E CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund III, L.P. CENTRAL INDEX KEY: 0001352174 IRS NUMBER: 113768779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: (818) 845-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

Coinstar, Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

19259P300

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 25, 2007

(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), 13d-1(f) or 13d-1(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(b) 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 (“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).


		SCHEDULE 13D
CUSIP No. 19259P300


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund, L.P. – 35-2239069
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		874,984 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		874,984 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	874,984 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.16%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.


		SCHEDULE 13D
CUSIP No. 19259P300


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund II, L.P. – 55-0908199
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		732,215 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		732,215 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	732,215 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.65%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.


		SCHEDULE 13D
CUSIP No. 19259P300


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund III, L.P. – 11-3768779
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		131,066 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		131,066 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	131,066 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.47%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof.


		SCHEDULE 13D
CUSIP No.19259P300


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund GP, L.L.C. – 37-1497874
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)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		1,738,265 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		1,738,265 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,738,265 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.28%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 5 hereof.


		SCHEDULE 13D
CUSIP No. 19259P300


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Partners Activist Value Fund, L.L.C. – 87-0733755
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)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		1,738,265 Common Shares*
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		1,738,265 Common Shares*
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,738,265 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.28%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

- 6 -

ITEM 1. Security and Issuer.

This statement amends the Schedule 13D (the “Schedule 13D”) filed on May 31, 2006, by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of Coinstar, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

1. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 195,531 Common Shares acquired by it since May 31, 2006 (the date of the filing of the Schedule 13D) was $5,293,147 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 74,852 Common Shares acquired by it since May 31, 2006 (the date of the filing of the Schedule 13D) was $1,820,259 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 13,597 Common Shares acquired by it since May 31, 2006 (the date of the filing of the Schedule 13D) was $332,396 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

- 7 -

2. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.

SAVF is the owner of 874,984 Common Shares, which represents approximately 3.16% of the issued and outstanding Common Shares. SAVF II is the owner of 732,215 Common Shares, which represents approximately 2.65% of the issued and outstanding Common Shares. SAVF III is the owner of 131,066 Common Shares, which represents approximately 0.47% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 1,738,265 Common Shares, which represents approximately 6.28% of the issued and outstanding Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 1,738,265 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 6.28% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,738,265 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 6.28% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,738,265 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 1,738,265 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage set forth in this response to Items 5(a) and 5(b) assumes that 27,665,347 Common Shares were outstanding as of October 31, 2006, as represented by the Company in its Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2006.

(c) During the last 60 days, SAVF, SAVF II and SAVF III acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

Except as set forth above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.

- 8 -

(d) Not applicable.

(e) Not applicable.

3. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.


		Document
Exhibit 3	—	Schedule of Transactions

Exhibit 4	—	Joint Filing Agreement, dated May 30, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

- 9 -

SIGNATURES

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


Date: January 26, 2007

	SHAMROCK ACTIVIST VALUE FUND, L.P.
	By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

	By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

	By:	/s/ Michael J. McConnell
	Name: Title:	Michael J. McConnell Vice President

	SHAMROCK ACTIVIST VALUE FUND II, L.P.
	By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

	By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

	By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

	SHAMROCK ACTIVIST VALUE FUND III, L.P.
	By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

	By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

	By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President


		SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
		By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

		By:		/s/ Michael J. McConnell
		Name: Title:		Michael J. McConnell Vice President

		SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

		By:		/s/ Michael J. McConnell
		Name:		Michael J. McConnell
		Title:		Vice President

Exhibit Index


		Document
Exhibit 3	—	Schedule of Transactions

Exhibit 4	—	Joint Filing Agreement, dated May 30, 2006 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-3 2 dex3.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 3

Schedule of Transactions


Shamrock Activist Value Fund I, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
01/12/07	16,449	$	30.8548	$	507,531
01/16/07	16,449	$	30.1014	$	495,138
01/17/07	16,446	$	29.9410	$	492,410
01/18/07	16,446	$	29.2605	$	481,218
01/19/07	7,071	$	29.5095	$	208,662
01/22/07	9,374	$	29.3194	$	274,840
01/23/07	9,128	$	29.4606	$	268,916
01/24/07	5,920	$	29.8108	$	176,480
01/25/07	12,331	$	29.4012	$	362,546

Total Common Shares	109,614			$	3,267,741.00


Shamrock Activist Value Fund II, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
01/12/07	3,013	$	30.8548	$	92,966
01/16/07	3,013	$	30.1014	$	90,696
01/17/07	3,016	$	29.9410	$	90,302
01/18/07	3,016	$	29.2605	$	88,250
01/19/07	1,297	$	29.5095	$	38,274
01/22/07	1,718	$	29.3194	$	50,371
01/23/07	1,673	$	29.4606	$	49,288
01/24/07	1,086	$	29.8108	$	32,375
01/25/07	2,265	$	29.4012	$	66,594

Total Common Shares	20,097			$	599,116.00


Shamrock Activist Value Fund III, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
01/12/07	538	$	30.8548	$	16,600
01/16/07	538	$	30.1014	$	16,195
01/17/07	538	$	29.9410	$	16,108
01/18/07	538	$	29.2605	$	15,742
01/19/07	232	$	29.5095	$	6,846
01/22/07	308	$	29.3194	$	9,030
01/23/07	299	$	29.4606	$	8,809
01/24/07	194	$	29.8108	$	5,783
01/25/07	404	$	29.4012	$	11,878

Total Common Shares	3,589			$	106,991.00

*	Excludes Brokerage Commissions

EX-4 3 dex4.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 4

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Coinstar, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.


Date: May 30, 2006

	SHAMROCK ACTIVIST VALUE FUND, L.P.
	By:	Shamrock Activist Value Fund GP, L.L.C., its
		general partner

	By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

	By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President


		SHAMROCK ACTIVIST VALUE FUND II, L.P.
		By:		Shamrock Activist Value Fund GP, L.L.C., its
				general partner

		By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

		By:		/s/ Michael J. McConnell
		Name:		Michael J. McConnell
		Title:		Vice President
		SHAMROCK ACTIVIST VALUE FUND III, L.P.
		By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

		By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

		By:		/s/ Michael J. McConnell
		Name:		Michael J. McConnell
		Title:		Vice President
		SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
		By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

		By:		/s/ Michael J. McConnell
		Name:		Michael J. McConnell
		Title:		Vice President
		SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

		By:		/s/ Michael J. McConnell
		Name:		Michael J. McConnell
		Title:		Vice President

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