X0202 4 2007-08-01 1 0000919869 CRG Liquidation CO CRNS 0001100231 YOUNGER PETER J ONE FRONT STREET, SUITE 925 SAN FRANCISCO CA 94111 1 1 0 0 Pres., Chief Operating Officer Common Shares 2007-08-01 4 M 0 200000 4.375 A 224950 D Common Shares 2007-08-01 4 F 0 54687.5 16.00 D 170262.5 D Common Shares 2007-08-01 4 D 0 145312.5 16.00 D 24950 D Common Shares 2007-08-01 4 D 0 24950 16.00 D 0 D Stock Appreciation Right 4.375 2007-08-01 4 M 0 200000 0.00 D 2009-10-12 Common Shares 200000 0 D The acquisitions and dispositions reported on this Form 4 were effected in connection with the sale of all of the Issuer's assets and assumption of all of the Issuer's liabiities (the "Assets Sale") by CRX Acquisition Ltd. (the "Purchaser"), pursuant to the Asset Purchase Agreement between the Issuer and the Purchaser dated as of February 28, 2007. The closing of the Assets Sale took place on August 1, 2007, and promptly thereafter, the Issuer commenced its dissolution and liquidation. In connection therewith, the Issuer is distributing to its shareholders a liquidating distribution of $16.00 per share (the "Liquidating Distribution"). Each of the acquisitions and dispositions reported on this Form 4 was approved by the Compensation Committee of the Issuer's Board of Directors and is accordingly an exempt transaction pursuant to SEC Rule 16b-3(d) or 16b-3(e). Shares deemed acquired by the reporting person upon exercise of the stock appreciation right listed in Table II below. In order to faciliate the participation of the reporting person in the Liquidating Distribution, the Compensation Committee authorized the reporting person's participation in the liquidation of the Issuer through the exercise of the stock appreciation right listed in Table II below on a "net issuance" basis, meaning that, upon exercise of the stock appreciation right, the number of share units otherwise issuable to the reporting person were withheld by the Issuer to pay the exercise price of the stock appreciation right. This line item reports the share units that were withheld by the Issuer to cover the exercise price of the stock appreciation right. Shares deemed disposed of to the Issuer by the reporting person upon exercise of the stock appreciation right listed in Table II below. To permit the reporting person to participate in the Liquidating Distribution on the same basis as the Issuer's shareholders, the Compensation Committee fixed the "fair market value" of the reporting person's share units, for purposes of calculating the award payment to be made to the reporting person in the event of the closing of the Assets Sale, at $16.00 per share unit. Shares disposed of to the Issuer in exchange for the Liquidating Distribution. The stock appreciation right vested in three equal annual installments beginning on 10/13/2000. Pursuant to the stock appreciation right, the reporting person was granted 200,000 "share units" at a "grant price" of $4.375 per share unit. Upon exercise, the reporting person is entitled to an "award payment" determined by multiplying the excess of the fair market value of the Issuer's common shares on the date of exercise over the grant price, multiplied by the number of share units. /s/ Peter J. Younger By: /s/ Elinor A. Wexler, Attorney-in-fact 2007-08-01