BRINKS CO — Major Shareholding Notification 2006

Jan 27, 2006

SC 13D 1 sc13d01874brinks_01262006.htm sec document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )(1) The Brink's Company ------------------- (Name of Issuer) Common Stock, $1.00 Par Value ----------------------------- (Title of Class of Securities) 109696104 --------- (CUSIP Number) STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 (212) 451-2300 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 17, 2006 ---------------- (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 that 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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 14 Pages) -------- (1) 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 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. 109696104 13D Page 2 of 14 Pages ----------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) STEEL PARTNERS II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,374,200 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,374,200 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,374,200 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------- ---------------------- CUSIP No. 109696104 13D Page 3 of 14 Pages ----------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) STEEL PARTNERS, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,374,200 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,374,200 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,374,200 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------- ---------------------- CUSIP No. 109696104 13D Page 4 of 14 Pages ----------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WARREN G. LICHTENSTEIN -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,374,200 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,374,200 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,374,200 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------- ---------------------- CUSIP No. 109696104 13D Page 5 of 14 Pages ----------------------- ---------------------- The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). Item 1. SECURITY AND ISSUER. This statement relates to shares of the Common Stock, par value $1.00 (the "Shares"), of The Brink's Company (the "Issuer"). The address of the principal executive offices of the Issuer is 1801 Bayberry Court, Richmond, Virginia 23226. Item 2. IDENTITY AND BACKGROUND. (a) This statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC") and Warren G. Lichtenstein. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Partners LLC is the general partner of Steel Partners II. The sole executive officer and managing member of Partners LLC is Warren G. Lichtenstein, who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 590 Madison Avenue, 32nd Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of small cap companies. The principal business of Partners LLC is acting as the general partner of Steel Partners II. The principal occupation of Mr. Lichtenstein is investing in the securities of small cap companies. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person 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) Mr. Lichtenstein is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 3,374,200 Shares owned by Steel Partners II is $126,381,577, including brokerage commissions. The Shares owned by Steel Partners II were acquired with partnership funds. ----------------------- ---------------------- CUSIP No. 109696104 13D Page 6 of 14 Pages ----------------------- ---------------------- Item 4. PURPOSE OF TRANSACTION. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. 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 endeavor to 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. 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 except as set forth herein or such as would occur upon completion of any of the actions discussed above. Steel Partners II intends to review its investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. 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 markets and general economic and industry conditions, Steel Partners II may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing its intention with respect to any and all matters referred to in Item 4. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 58,741,521 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on November 8, 2005. As of the close of business on January 26, 2006, Steel Partners II beneficially owned 3,374,200 Shares, constituting approximately 5.7% of the Shares outstanding. As the general partner of Steel Partners II, Partners LLC may be deemed to beneficially own the 3,374,200 Shares owned by Steel Partners II, constituting approximately 5.7% of the Shares outstanding. As the sole executive officer and managing member of Partners LLC, which in turn is the general partner of Steel Partners II, Mr. Lichtenstein may be deemed to beneficially own the 3,374,200 Shares owned by Steel Partners II, constituting approximately 5.7% of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect to the 3,374,200 Shares owned by Steel Partners II by virtue of his authority to vote and dispose of such Shares. ----------------------- ---------------------- CUSIP No. 109696104 13D Page 7 of 14 Pages ----------------------- ---------------------- (b) By virtue of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the Shares reported in this Schedule 13D. (c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market. (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, the Shares. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement by and among Steel Partners II, L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein, dated January 27, 2006. 2. Powers of Attorney. ----------------------- ---------------------- CUSIP No. 109696104 13D Page 8 of 14 Pages ----------------------- ---------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 27, 2006 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Lauren Isenman ----------------------------------------------- Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member STEEL PARTNERS, L.L.C. By: /s/ Lauren Isenman ----------------------------------------------- Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member /s/ Lauren Isenman --------------------------------------------------- LAUREN ISENMAN As Attorney-In-Fact for Warren G. Lichtenstein ----------------------- ---------------------- CUSIP No. 109696104 13D Page 9 of 14 Pages ----------------------- ---------------------- SCHEDULE A Transactions in the Shares During the Past 60 Days -------------------------------------------------- Shares of Common Stock Price Per Date of Purchased Share($) Purchase --------- -------- -------- STEEL PARTNERS II, L.P. 83,000 50.0838 01/17/06 30,100 50.2047 01/18/06 55,200 50.2601 01/19/06 92,500 50.2350 01/20/06 100,000 50.2261 01/23/06 700 50.2243 01/23/06 29,700 50.2500 01/25/06 47,200 50.2500 01/26/06 STEEL PARTNERS, L.L.C. None WARREN G. LICHTENSTEIN None ----------------------- ---------------------- CUSIP No. 109696104 13D Page 10 of 14 Pages ----------------------- ---------------------- EXHIBIT INDEX Exhibit Page ------- ---- 1. Joint Filing Agreement by and among Steel Partners II, L.P., 11 Steel Partners, L.L.C. and Warren G. Lichtenstein, dated January 27, 2006. 2. Powers of Attorney. 12 to 14 ----------------------- ---------------------- CUSIP No. 109696104 13D Page 11 of 14 Pages ----------------------- ---------------------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 27, 2006 (including amendments thereto) with respect to the Common Stock of The Brink's Company. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: January 27, 2006 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Lauren Isenman ----------------------------------------------- Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member STEEL PARTNERS, L.L.C. By: /s/ Lauren Isenman ----------------------------------------------- Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member /s/ Lauren Isenman --------------------------------------------------- LAUREN ISENMAN As Attorney-In-Fact for Warren G. Lichtenstein ----------------------- ---------------------- CUSIP No. 109696104 13D Page 12 of 14 Pages ----------------------- ---------------------- POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates. 2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority. 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws. This Power of Attorney shall remain in full force and effect until December 31, 2006 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December, 2005. STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein General Partner ------------------------------- Warren G. Lichtenstein Managing Member By: /s/ Warren G. Lichtenstein ------------------------------- /s/ Warren G. Lichtenstein Warren G. Lichtenstein ----------------------------------- Managing Member Warren G. Lichtenstein ----------------------- ---------------------- CUSIP No. 109696104 13D Page 13 of 14 Pages ----------------------- ---------------------- POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates. 2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority. 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws. This Power of Attorney shall remain in full force and effect until December 31, 2006 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December, 2005. STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein General Partner ------------------------------- Warren G. Lichtenstein Managing Member By: /s/ Warren G. Lichtenstein ------------------------------- /s/ Warren G. Lichtenstein Warren G. Lichtenstein ----------------------------------- Managing Member Warren G. Lichtenstein ----------------------- ---------------------- CUSIP No. 109696104 13D Page 14 of 14 Pages ----------------------- ---------------------- POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates. 2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority. 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws. This Power of Attorney shall remain in full force and effect until December 31, 2006 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December, 2005. STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein General Partner ------------------------------- Warren G. Lichtenstein Managing Member By: /s/ Warren G. Lichtenstein ------------------------------- /s/ Warren G. Lichtenstein Warren G. Lichtenstein ----------------------------------- Managing Member Warren G. Lichtenstein