0000950142-11-001555.txt : 20110908 0000950142-11-001555.hdr.sgml : 20110908 20110908171611 ACCESSION NUMBER: 0000950142-11-001555 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110908 DATE AS OF CHANGE: 20110908 GROUP MEMBERS: CAPITAL PARTNERSHIP GROUP MEMBERS: DAVID G. BROWN GROUP MEMBERS: FW GROUP GENPAR, INC. GROUP MEMBERS: FW INVESTORS V, L.P. GROUP MEMBERS: FW MANAGEMENT II, LLC GROUP MEMBERS: GROUP III 31, LLC GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: MARK A. WOLFSON GROUP MEMBERS: OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P. GROUP MEMBERS: OAK HILL CAPITAL PARTNERS, L.P. GROUP MEMBERS: OAK HILL VENTURE FUND I, L.P. GROUP MEMBERS: OHCP GENPAR, L.P. GROUP MEMBERS: OHCP MGP, LLC GROUP MEMBERS: OHVF GENPAR I, L.P. GROUP MEMBERS: OHVF MGP I, LLC GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: TONANDOWAH, L.L.C. GROUP MEMBERS: WOODSIDE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGAIN COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001066194 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770466366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58033 FILM NUMBER: 111081727 BUSINESS ADDRESS: STREET 1: 345 E. MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6502307500 MAIL ADDRESS: STREET 1: 345 E. MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK HILL CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001077774 IRS NUMBER: 223624482 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 2300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: KEYSTONE INC STREET 2: 201 MAIN STREET SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 eh1100652_sc13da7.htm AMENDMENT NO. 7 Unassociated Document


 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
eGain Communications Corporation
(Name of Issuer)
 
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
 
282225C103
(CUSIP Number)
 
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 7, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|
 
*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.
 
All ownership percentages set forth herein are based on there being 24,021,937 shares of Common Stock outstanding unless otherwise specified herein.
 
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 (the “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. 282225C103
 
SC 13D
Page  2 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Capital Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,212,475
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,212,475
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,212,475(1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.7%(2)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(1)
5,212,475 shares of Common Stock are owned directly by Oak Hill Capital Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC.  See Item 5(a) herein.
 
(2)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 
 
 

CUSIP No. 282225C103
 
SC 13D
Page  3 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Capital Management Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
133,654
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
133,654
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
133,654(3)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%(4)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
(3)
133,654 shares of Common Stock are owned directly by Oak Hill Capital Management Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC.  See Item 5(a) herein.
 
(4)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  4 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHCP GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,346,129
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,346,129
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,346,129(5)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.3%(6)
 
14
TYPE OF REPORTING PERSON
 
PN
 


(5)
OHCP GenPar, L.P. beneficially owns the following shares of Common Stock:  (i) 5,212,475 shares of Common Stock in its capacity as general partner of Oak Hill Capital Partners, L.P.; and (ii) 133,654 shares of Common Stock in its capacity as general partner of Oak Hill Capital Management Partners, L.P.  See Item 5(a) herein.
 
(6)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  5 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHCP MGP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,346,129
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,346,129
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,346,129(7)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.3%(8)
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

(7)
See footnote (5) to page relating to OHCP GenPar, L.P.  Power is exercised by OHCP MGP, LLC in its capacity as general partner of OHCP GenPar, L.P.
 
(8)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  6 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Venture Fund I, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(9)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(9)
785,820 shares of Common Stock are owned directly by Oak Hill Venture Fund I, L.P. through its general partner, OHVF GenPar I, L.P., through OHVF GenPar I, L.P.’s general partner, OHVF MGP I, LLC.  See Item 5(a) herein.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  7 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHVF GenPar I, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(10)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(10)
Power is exercised by OHVF GenPar I, L.P. in its capacity as general partner to Oak Hill Venture Fund I, L.P. and through its general partner, OHVF MGP I, LLC.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  8 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHVF MGP I, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(11)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 


(11)
See footnote (10) to page relating to OHVF GenPar I, L.P.  Power is exercised by OHVF MGP I, LLC in its capacity as general partner to OHVF GenPar I, L.P. and through its sole member, FW Group GenPar, Inc.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  9 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Group GenPar, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(12)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(12)
See footnote (11) to page relating to OHVF MGP I, LLC.  Power is exercised by FW Group GenPar, Inc. in its capacity as sole member of OHVF MGP I, LLC.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  10 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Investors V, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,921,718
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,921,718
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,921,718(13)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%(14)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(13)
1,921,718 shares of Common Stock are owned directly by FW Investors V, L.P., through its general partner, FW Management II, LLC.  See Item 5(a) herein.
 
(14)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  11 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Management II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,921,718
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,921,718
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,921,718(15)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%(16)
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

(15)
See footnote (13) to page relating to FW Investors V, L.P.  Power is exercised by FW Management II, LLC in its capacity as general partner to FW Investors V, L.P. through its sole member, J. Taylor Crandall.
 
(16)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  12 of 27

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Robert M. Bass
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
283,315
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
283,315
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
283,315(17)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(17)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution from FW Ventures I, L.P.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  13 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Capital Partnership
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
70,727(18)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
70,727
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
70,727
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(18)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.  Power is exercised by Capital Partnership through its managing partner, Margaret Lee Bass 1980 Trust.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  14 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
David G. Brown
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
16,166
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
16,166
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,666(19)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%(20)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(19)
Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 2,500 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Brown.
 
(20)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  15 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Mark A. Wolfson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
16,166
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
16,166
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,166(21)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%(22)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(21)
Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 3,000 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Wolfson.
 
(22)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  16 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Group III 31, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,041
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
4,041
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,041(23)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

(23)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  17 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
J. Taylor Crandall (in the capacity described herein)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,925,759
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,925,759
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,925,759(24)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%(25)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(24)
(i) Solely in his capacity as the sole member of Group III 31, LLC with respect to 4,041 shares of Common Stock, which represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.; and (ii) solely in his capacity as the sole member of FW Management II, LLC with respect to 1,921,718 shares.  See footnote (15) to page relating to FW Management II, LLC.
 
(25)
Assumes that there are 24,021,937 shares of Common Stock outstanding as of March 31, 2011.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  18 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Woodside Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
12,124
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
12,124
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,124(26)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(26)
Represents the shares of Common Stock that are directly owned by Woodside Partners, L.P. as a result of a previous distribution by FW Ventures I, L.P.  Woodside Partners, L.P. owns the shares through its general partner, Tonandowah, L.L.C., of which the sole member is Caroline Jean Crandall 1998 Trust, of which John Fant is the sole trustee.
 
 
 
 

 

CUSIP No. 282225C103
 
SC 13D
Page  19 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Tonandowah, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
12,124
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
12,124
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,124(27)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

(27)
Solely in its capacity as the general partner of Woodside Partners, L.P.  See footnote (26) to page relating to Woodside Partners, L.P.
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  20 of 27
 
 
Amendment No. 7 to Schedule 13D
 
This Amendment No. 7 to Schedule 13D is filed by the undersigned to amend Schedule 13D, filed on August 18, 2000 (the “Original Filing”), as amended by Amendment No. 1 to the Schedule 13D filed on February 15, 2001, as amended by Amendment No. 2 to the Schedule 13D filed on August 15, 2001, as amended by Amendment No. 3 to the Schedule 13D filed on April 6, 2004, as amended by Amendment No. 4 to the Schedule 13D filed on October 1, 2004, as amended by Amendment No. 5 to the Schedule 13D filed on December 28, 2004 and as amended by Amendment No. 6 to the Schedule 13D filed on September 26, 2008.  Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Original Filing.
 
Item 1.  Security and Issuer.
 
No material change.
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and supplemented by the addition of the following:
 
On September 7, 2011, upon the net issue exercise of the warrants owned by OHCP, OHCMP and FWI to purchase 307,021 shares of the Issuer’s Common Stock, an aggregate of 238,393 shares of the Issuer’s Common Stock were issued to OHCP, OHCMP and FWI, as follows:
 
Reporting Person
 
No. of Shares Issued Upon Exercise  of Warrants
 
OHCP
 
154,165
 
OHCMP
 
3,953
 
FWI
 
80,275
 

OHCP, OHCMP and FWI paid the exercise price through the net issue exercise in which the Issuer withheld an aggregate of 68,628 shares in satisfaction of the exercise price.  OHCP, OHCMP and FWI paid no additional cash consideration on the net issue exercise of their respective warrants for the Issuer’s Common Stock.
 
Item 4.  Purpose of Transaction.
 
Item 4 is hereby amended and supplemented by the addition of the disclosure contained in Item 3 above which is incorporated by reference into this Item.  OHCP, OHCMP and FWI’s respective warrants were exercised and the securities of the Issuer were acquired by the Reporting Persons for investment purposes.
 
 
 
 

 
 
CUSIP No. 282225C103
 
SC 13D
Page  21 of 27
 
 
 
Item 5.  Interest in Securities of the Issuer.
 
(a)           Item 5(a) is hereby amended and supplemented by the addition of the following:
 
As of September 7, 2011, (i) OHCP beneficially owns 5,212,475 shares of the Common Stock or 21.7% of the issued and outstanding shares of the Common Stock; (ii) OHCMP beneficially owns 133,654 shares of the Common Stock or 0.6% of the issued and outstanding shares of the Common Stock; (iii) OHCP GenPar, because of its position as general partner of each of OHCP and OHCMP may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 5,346,129 shares of Common Stock or 22.3% of the issued and outstanding shares of the Common Stock; (iv) OHCP MGP, because of its position as general partner of OHCP GenPar may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 5,346,129 shares of Common Stock or 22.3% of the issued and outstanding shares of the Common Stock; (v) OHVF beneficially owns 785,820 shares of the Common Stock or 3.3% of the issued and outstanding shares of the Common Stock; (vi) OHVF GenPar, because of its position as general partner of OHVF may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of Common Stock or 3.3% of the issued and outstanding shares of the Common Stock; (vii) OHVF MGP, because of its position as general partner of OHVF GenPar may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of Common Stock or 3.3% of the issued and outstanding shares of the Common Stock; (viii) FWI beneficially owns 1,921,718 shares of the Common Stock or 8.0% of the issued and outstanding shares of the Common Stock; (ix) FWM, because of its position as general partner of FWI may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,921,718 shares of the Common Stock or 8.0% of the issued and outstanding shares of the Common Stock; (x) FW Group GenPar, Inc., because of its position as sole member of OHVF MGP may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of the Common Stock or 3.3% of the issued and outstanding shares of the Common Stock; (xi) Capital beneficially owns 70,727 shares of Common Stock or 0.3% of the issued and outstanding shares of the Common Stock; (xii) Mr. Bass beneficially owns 283,315 shares of Common Stock or 1.2% of the issued and outstanding shares of Common Stock; (xiii) Mr. Brown beneficially owns 18,666 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xiv) Mr. Wolfson beneficially owns 19,166 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xv) Woodside beneficially owns 12,124 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xvi) Tonan, because of its position as general partner of Woodside, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 12,124 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xvii) Group III beneficially owns 4,041 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; and (xviii) Mr. Crandall, because of his position as sole member of Group III and the sole member of FWM may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,925,759 shares of Common Stock or 8.0% of the issued and outstanding shares.
 
(b)           Item 5(b) is hereby amended and supplemented by the addition of the following:
 
As of September 7, 2011, each of (i) OHCP, through its general partner, OHCP GenPar, through OHCP GenPar’s general partner, OHCP MGP, (ii) OHCMP, through its general partner, OHCP GenPar, through OHCP GenPar’s general partner, OHCP MGP, and (iii) FWI, through its general partner, FWM, has sole power to vote or to direct the voting and to dispose or to direct the
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  22 of 27
 
 
disposition of the 5,212,475, 133,654 and 1,921,718 shares of Common Stock beneficially owned by such person, respectively.
 
As of September 7, 2011, each of (i) OHVF, through its general partner, OHVF GenPar, through OHVF GenPar’s general partner, OHVF MGP, (ii) Mr. Bass, (iii) Capital, through its managing partner, Margaret Lee Bass 1980 Trust, (iv) Woodside, through its general partner, Tonan, and (v) Group III through its sole member, Mr. Crandall, has sole power to vote or to direct the voting and to dispose or to direct the disposition of the shares of Common Stock beneficially owned by such person as specified in Item 5(a) above.  Each of Mr. Brown and Mr. Wolfson has sole power to direct the voting and disposition of 16,166 shares of Common Stock beneficially owned by him.
 
(c)           Item 5(c) is hereby amended and supplemented by the addition of the following:
 
The disclosure contained in Item 3 above is incorporated by reference into this Item 5(c).  Other than as set forth herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
 
(d)           No material change.
 
(e)           Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.  Material to be Filed as Exhibits.
 
No material change.
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  23 of 27
 
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.
 
DATED:  September 8, 2011
 
  OAK HILL CAPITAL PARTNERS, L.P.  
       
  By: OHCP GenPar, L.P., its general partner  
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
  OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.  
       
  By: OHCP GenPar, L.P., its general partner  
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OHCP GENPAR, L.P.
 
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  24 of 27
 
 
OHCP MGP, LLC
 
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OAK HILL VENTURE FUND I, L.P.
 
       
  By: OHVF GenPar I, L.P., its general partner  
       
  By: OHVF MGP I, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
 
 
 
 
OHVF GENPAR I, L.P.
 
       
  By: OHVF MGP I, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OHVF MGP I, LLC
 
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  25 of 27
 
 
 
FW INVESTORS V, L.P.
 
       
  By: FW Management II, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
FW MANAGEMENT II, LLC
 
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
FW GROUP GENPAR, INC.
 
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
/s/ Kevin G. Levy  
    KEVIN G. LEVY  
    Attorney-in-Fact for:  
    ROBERT M. BASS (1)  
 
 

(1) 
A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission.
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  26 of 27
 
 
 
 
CAPITAL PARTNERSHIP
 
       
  By: Margaret Lee Bass 1980 Trust, Managing Partner  
       
  By: Panther City Investment Company, Trustee  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
GROUP III 31, LLC
 
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
  /s/ David G. Brown  
    DAVID G. BROWN  
       
  /s/ Mark A. Wolfson  
    MARK A. WOLFSON  
       
 
/s/ Kevin G. Levy  
    KEVIN G. LEVY  
    Attorney-in-Fact for:  
    J. TAYLOR CRANDALL (2)  
 
 

(2) 
A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission.
 
 
 
 

 

 
CUSIP No. 282225C103
 
SC 13D
Page  27 of 27
 
 
 
 
WOODSIDE PARTNERS, L.P.
 
       
  By: Tonandowah, L.L.C., its general partner  
       
 
By:
/s/ John H. Fant  
    Name:  John H. Fant  
    Title:    Vice President   
       
 
 
 
TONANDOWAH, L.L.C.
 
       
       
 
By:
/s/ John H. Fant  
    Name:  John H. Fant  
   
Title:    Trustee of the Caroline Jean Crandall 1998 Trust,
              sole member of Tonandowah, L.L.C.