0000921530-05-000255.txt : 20120625
0000921530-05-000255.hdr.sgml : 20120625
20050411153504
ACCESSION NUMBER: 0000921530-05-000255
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050411
DATE AS OF CHANGE: 20050411
GROUP MEMBERS: ANDREW SANDLER
GROUP MEMBERS: SANDLER ASSOCIATES
GROUP MEMBERS: SANDLER ASSOCIATES II, LP
GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT
GROUP MEMBERS: SANDLER OFFSHORE FUND, INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MTR GAMING GROUP INC
CENTRAL INDEX KEY: 0000834162
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 841103135
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50735
FILM NUMBER: 05743980
BUSINESS ADDRESS:
STREET 1: ROUTE 2
STREET 2: PO BOX 356
CITY: CHESTER
STATE: WV
ZIP: 26034
BUSINESS PHONE: 3043875712
MAIL ADDRESS:
STREET 1: ROUTE 2
STREET 2: P O BOX 356
CITY: CHESTER
STATE: WV
ZIP: 26034
FORMER COMPANY:
FORMER CONFORMED NAME: WINNERS ENTERTAINMENT INC
DATE OF NAME CHANGE: 19931117
FORMER COMPANY:
FORMER CONFORMED NAME: EXCALIBUR HOLDING CORPORATION
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: EXCALIBUR SECURITY SERVICES INC
DATE OF NAME CHANGE: 19920202
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT
CENTRAL INDEX KEY: 0001000742
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 112792496
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 45TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 2127548100
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 45TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10153
SC 13D/A
1
mtr_13da1-040705.txt
APRIL 7, 2005
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
-----------------------
MTR GAMING GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
(Title of Class of Securities)
553769100
(CUSIP Number)
Stacey Seewald
Sandler Capital Management
711 Fifth Avenue, 15th Floor
New York, NY 10022
(212) 754-8100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
April 7, 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), 1(f) or 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-1(a) 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).
================================================================================
553769100 Page 2 of 18
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Associates
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
New York
7 SOLE VOTING POWER
796,800 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER
796,800 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,800 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.78%
14 TYPE OF REPORTING PERSON
PN
553769100 Page 3 of 18
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Associates II, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
New York
7 SOLE VOTING POWER
39,900 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER
39,900 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,900 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
14 TYPE OF REPORTING PERSON
PN
553769100 Page 4 of 18
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Offshore Fund, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
British Virgin Islands
7 SOLE VOTING POWER
530,400 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER
530,400 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,400 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.85%
14 TYPE OF REPORTING PERSON
CO
553769100 Page 5 of 18
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,410,200 shares
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,410,200 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,200 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.93%
14 TYPE OF REPORTING PERSON
IN
553769100 Page 6 of 18
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler Capital Management
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
New York
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 573,500
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
573,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
14 TYPE OF REPORTING PERSON
PN
553769100 Page 7 of 18
This Amendment No. 1 to Schedule 13D (this "Statement") relates to the
common stock, par value $.00001 per share (the "Common Stock"), of MTR Gaming
Group, Inc. (the "Issuer"). This Statement supplementally amends the initial
statement on Schedule 13D, filed on March 17, 2005 (the "Initial Statement"), by
the Reporting Persons (as defined herein). This Amendment No. 1 is being filed
by the Reporting Persons to report recent dispositions of Common Stock, as a
result of which each of the Reporting Persons is no longer the beneficial owner
of more than five percent of the outstanding Common Stock of the Issuer.
Item 2. Identity and Background.
Item 2 of the Initial Statement is hereby replaced in its entirety
with the following:
This Statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, by each of the following persons (sometimes referred to herein
collectively as "Reporting Persons"):
(i) Sandler Associates, a New York limited partnership ("SA"), by
virtue of its beneficial ownership of 796,800 shares of the Common Stock covered
by this Statement;
(ii) Sandler Associates II, LP, a New York limited partnership ("SA
II"), by virtue of its beneficial ownership of 39,900 shares of the Common Stock
covered by this Statement;
(iii) Sandler Offshore Fund, Inc., a company formed under the laws of
the British Virgin Islands ("SOF"), by virtue of its beneficial ownership of
530,400 shares of the Common Stock covered by this Statement;
(iv) Andrew Sandler, a U.S. citizen, by virtue of his being the
portfolio manager of SA, SA II, SOF and various managed accounts, as a result of
which he may be deemed to have beneficial ownership of 1,410,200 shares of
Common Stock covered by this Statement; and
(v) Sandler Capital Management, a registered investment advisor and a
New York general partnership ("SCM"), by virtue of its being the investment
adviser to SOF and various managed accounts, as a result of which it may be
deemed to have beneficial ownership of 573,500 shares of Common Stock covered by
this Statement.
Each Reporting Person is in the business of acquiring, holding and
disposing of interests in various companies for investment purposes. The address
of the principal office of each Reporting Person is 711 Fifth Avenue, 15th
Floor, New York, NY 10022.
There are seven general partners of SCM (the "SCM General Partners").
The SCM General Partners are MJDM Corp., ALCR Corp., ARH Corp., TERPSI Corp.,
SERF Corp., SAM SCM Corp., and DRP SCM Corp., each of which has a business
address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the
business of acquiring, holding and disposing of interests in various companies
for investment purposes. Each SCM General Partner (other than ARH Corp. and ALCR
Corp.) is a New York corporation. ARH Corp. and ALCR Corp. are Delaware
corporations. The attached Schedule A sets forth the controlling persons, the
executive officers and the directors of each of the SCM General Partners, and
contains the following information with respect to each such person: (i) name,
(ii) citizenship, and (iii) present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is conducted.
553769100 Page 8 of 18
There are eight general partners of each of SA and SA II (the "SA and
SA II General Partners"). The SA and SA II General Partners are Michael Marocco,
Andrew Sandler, Douglas Schimmel, Hannah Craven, Harvey Sandler, SAM SA LLC, DRP
SA LLC, and The Harvey Sandler Revocable Trust, each of which (other than The
Harvey Sandler Revocable Trust) has a business address of 711 Fifth Avenue, 15th
Floor, New York, New York 10022 and is in the business of acquiring, holding and
disposing of interests in various companies for investment purposes. The Harvey
Sandler Revocable Trust has an address of 21170 N.E. 22nd Court, North Miami
Beach, Florida 33180. Each of Michael Marocco, Andrew Sandler, Douglas Schimmel,
Hannah Craven and Harvey Sandler is a U.S. citizen. Each of SAM SA LLC and DRP
SA LLC are New York limited liability companies. The attached Schedule B sets
forth the controlling persons, the executive officers and the directors of each
of The Harvey Sandler Revocable Trust, SAM SA LLC and DRP SA LLC, and contains
the following information with respect to each such person: (i) name, (ii)
citizenship, and (iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
None of the Reporting Persons and to the best of each of the Reporting
Person's knowledge none of the persons named in Schedule A or Schedule B hereto,
has during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby replaced in its entirety
with the following:
(a) As of the date hereof, each of SA, SA II, and SOF each own of
record 796,800 shares of Common Stock, 39,900 shares of Common Stock, and
530,400 shares of Common Stock, respectively, or 2.78%, 0.14%, and 1.85%,
respectively, of the Company's issued and outstanding shares of Common Stock.
By virtue of the fact that SCM is the investment adviser to and is
authorized and empowered to vote and dispose of the securities held by SOF and
various managed accounts, SCM may be deemed to share voting power and the power
to direct the disposition of the shares of Common Stock which each owns of
record. Accordingly, as of the date hereof, SCM may be deemed to own
beneficially an aggregate of 573,500 shares of Common Stock or 2.00% of the
Company's issued and outstanding shares of Common Stock.
By virtue of the fact that Andrew Sandler is the portfolio manager of
SA, SA II, SOF and various managed accounts and is authorized and empowered to
vote and dispose of the securities held by SA, SA II, SOF and various managed
accounts, Andrew Sandler may be deemed to share voting power and the power to
direct the disposition of the shares of Common Stock which each owns of record.
Accordingly, as of the date hereof, Andrew Sandler may be deemed to own
beneficially an aggregate of 1,410,200 shares of Common Stock or 4.93% of the
Company's issued and outstanding shares of Common Stock.
(b) SA has the sole power to direct the vote and the sole power to
direct the disposition of the 796,800 shares of Common Stock that may be deemed
to be owned beneficially by it. SA II has the sole power to direct the vote and
the sole power to direct the disposition of the 39,900 shares of Common Stock
that may be deemed to be owned beneficially by it. SOF has the sole power to
direct the vote and the sole power to direct the disposition of the 530,400
shares of
553769100 Page 9 of 18
Common Stock that may be deemed to be owned beneficially by it. SCM has the
shared power to direct the vote and the shared power to direct the disposition
of the 573,500 shares of Common Stock that may be deemed to be owned
beneficially by it. Andrew Sandler has the shared power to direct the vote and
the shared power to direct the disposition of the 1,410,200 shares of Common
Stock that may be deemed to be owned beneficially by him.
(c) Except for the transactions listed on Schedule C hereto, there
have been no transactions with respect to the Common Stock since March 17, 2005
(the date of the filing of the Initial Statement) by the Reporting Persons.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Common Stock on April 7, 2005.
553769100 Page 10 of 18
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.
Dated as of April 11, 2005.
SANDLER CAPITAL MANAGEMENT
By: MJDM Corp., a general partner
By: /s/ Moira Mitchell
----------------------------
Name: Moira Mitchell
Title: President
SANDLER ASSOCIATES
By: /s/ Andrew Sandler
----------------------------
Name: Andrew Sandler
Title: General Partner
SANDLER ASSOCIATES II, L.P.
By: /s/ Andrew Sandler
----------------------------
Name: Andrew Sandler
Title: General Partner
SANDLER OFFSHORE FUND, INC.
By: /s/ Steven Warshavsky
----------------------------
Name: Steven Warshavsky
Title: Director
By: /s/ Andrew Sandler
----------------------------
Name: Andrew Sandler
553769100 Page 11 of 18
SCHEDULE A
The following Schedule sets forth the controlling persons, the executive
officers and the directors of each of the SCM General Partners, and contains the
following information with respect to each such person: (i) name, (ii)
citizenship, and (iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
MJDM CORP.
Michael Marocco, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Kathy Rose, Vice President, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
553769100 Page 12 of 18
ALCR CORP.
Andrew Sandler, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Ellen O'Keefe, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Ricky Sandler, Director
United States
Investments
Eminence Partners LLC,
Investment Management
20 Park Avenue
Suite 3300
New York, New York 10166
ARH CORP.
Harvey Sandler, Majority Shareholder and Controlling Person
United States
Founder
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Jeffrey M. Levine, President
United States
Chief Financial Officer
Sandler Enterprises,
Investment Services
1555 North Park Drive
Suite 101
Weston, Florida 33329
553769100 Page 13 of 18
Moira Mitchell, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Ricky Sandler, Director
United States
Investments
Eminence Partners LLC,
Investment Management
20 Park Avenue
Suite 3300
New York, New York 10166
SERF CORP.
Douglas Schimmel, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
553769100 Page 14 of 18
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
TERPSI CORP.
Hannah Craven, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
553769100 Page 15 of 18
DRP SCM CORP.
David Powers, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
SAM SCM CORP.
Samantha McCuen, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
553769100 Page 16 of 18
Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
553769100 Page 17 of 18
SCHEDULE B
The following Schedule sets forth the controlling persons, the executive
officers and the directors of each of the SA and SA II General Partners which
are not individuals, and contains the following information with respect to each
such person: (i) name, (ii) citizenship, and (iii) present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
THE HARVEY SANDLER REVOCABLE TRUST
Harvey Sandler, Sole Trustee and Controlling Person
United States
Founder
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
DRP SA LLC
David Powers, Sole Member and Manager and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
SAM SA LLC
Samantha McCuen, Sole Member and Manager and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
553769100 Page 18 of 18
SCHEDULE C
------------------------------------------------------------------------------------------------------------------------------------
For the Account of Date of Nature of Number of Price per Share
Transaction Transaction (open Securities
market purchase or
open market sale)
------------------------------------------------------------------------------------------------------------------------------------
Managed Account 3/30/05 open market sale 28,235 12.2262
------------------------------------------------------------------------------------------------------------------------------------
Managed Account 4/1/05 open market purchase 1,900 12.9963
------------------------------------------------------------------------------------------------------------------------------------
Sandler Associates 4/1/05 open market purchase 30,200 12.9963
------------------------------------------------------------------------------------------------------------------------------------
Sandler Associates II, LP 4/1/05 open market purchase 1,200 12.9963
------------------------------------------------------------------------------------------------------------------------------------
Sandler Offshore Fund, Inc. 4/1/05 open market purchase 16,700 12.9963
------------------------------------------------------------------------------------------------------------------------------------
Managed Account 4/4/05 open market sale 41,565 12.1636
------------------------------------------------------------------------------------------------------------------------------------
Managed Account 4/7/05 open market sale 2,900 11.3794
------------------------------------------------------------------------------------------------------------------------------------
Sandler Associates 4/7/05 open market sale 55,500 11.3794
------------------------------------------------------------------------------------------------------------------------------------
Sandler Associates II, LP 4/7/05 open market sale 2,800 11.3794
------------------------------------------------------------------------------------------------------------------------------------
Sandler Offshore Fund, Inc. 4/7/05 open market sale 38,800 11.3794
------------------------------------------------------------------------------------------------------------------------------------