SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 5
OfficeMax Incorporated
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(Name of Issuer)
Common Stock, par value $2.50 per share
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(Title of Class of Securities)
67622P101
------------------------------------
(CUSIP Number)
Robert T. Needham
K Capital Partners, LLC
75 Park Place
Boston, MA 02116
(617) 646-7728
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 14, 2005
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(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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 67622P101 SCHEDULE 13D Page 2
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1 NAME OF REPORTING PERSON
K Capital Offshore Master Fund (U.S. Dollar), L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
2,189,635 shares of Common Stock
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0 shares of Common Stock
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,189,635 shares of Common Stock
PERSON
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,189,635 shares of Common Stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.093%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 67622P101 SCHEDULE 13D Page 3
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1 NAME OF REPORTING PERSON
Special K Capital Offshore Master Fund (U.S. Dollar), L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
3,799,520 shares of Common Stock
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,799,520 shares of Common Stock
WITH
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,799,520 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 67622P101 SCHEDULE 13D Page 4
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1 NAME OF REPORTING PERSON
K Capital Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
6,049,098 shares of Common Stock
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,049,098 shares of Common Stock
WITH
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,049,098 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.54%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 67622P101 SCHEDULE 13D Page 5
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Harwich Capital Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,049,098 shares of Common Stock
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,049,098 shares of Common Stock
WITH
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,049,098 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.54%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 67622P101 SCHEDULE 13D Page 6
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1 NAME OF REPORTING PERSON
Abner Kurtin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK 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
6,049,098 shares of Common Stock
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,049,098 shares of Common Stock
WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,049,098 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.54%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 67622P101 SCHEDULE 13D Page 7
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INTRODUCTION
This Amendment No. 5 (this "Amendment") relates to the Schedule 13D filed
on behalf of K Capital Offshore Master Fund (U.S. Dollar), L.P., Special K
Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Partners, LLC ("K
Capital"), Harwich Capital Partners, LLC and Abner Kurtin (collectively, the
"Reporting Persons") with the Securities and Exchange Commission on February 25,
2005, as amended by Amendment No. 1 filed on March 11, 2005, Amendment No. 2
filed on April 11, 2005, Amendment No. 3 filed on April 25, 2005 and Amendment
No. 4 filed on October 27, 2005 (the "Schedule 13D"), relating to shares of
common stock, par value $2.50 per share ("Common Stock"), of OfficeMax
Incorporated (the "Company").
Items 4 and 7 of the Schedule 13D are amended and supplemented as follows:
Item 4. Purpose of Transaction.
All of the shares of Common Stock reported herein were acquired for
investment purposes. The Reporting Persons review on a continuing basis the
investment in the Company. Based upon such review, the Reporting Persons believe
that the market price of the Common Stock does not fully reflect its intrinsic
value and that extraordinary corporate action, such as a break up or sale of the
Company may be required to realize that intrinsic value. The Reporting Persons
have previously communicated with the Board of Directors of the Company (the
"Board") indicating their view that the Common Stock of the Company is
undervalued, and that the Company should seek to break up the company and sell
one or more of its components in order to maximize the value of such Common
Stock. The Reporting Persons may seek further communications with the Company,
other industry observers and participants and other stockholders regarding the
value of the Common Stock and possible strategic transactions, and may take
other actions to insure that strategic alternatives are considered. This may
lead to consideration of transactions of the type described in subparagraphs (a)
through (j) of Item 4 of the Instructions to Schedule 13D.
On November 14, 2005, K Capital, on behalf of the Reporting Persons,
delivered a letter to the Board. A copy of the letter was also issued as a press
release on November 14, 2005. The letter expressed the Reporting Person's
dissatisfaction with the Company's financial and operating performance and the
Board's refusal to listen to its shareholders, accept responsibility for the
destruction of value and hold management accountable. In addition, the Reporting
Persons called for the Board and management to (i) present a detailed turnaround
plan with sufficient support for the rationale, cost, benefits, risks and time
requirements for each significant program as well as various benchmarks so that
shareholders will have the ability to assess the Company's actual performance
versus the plan; (ii) create a committee of independent Board members to assess
the strategic value of the Company and to hire a separate financial advisor to
work with the committee to provide additional credibility; (iii) declassify the
Board so that all directors stand for election at the 2007 annual meeting,
remove the poison pill and provide shareholders with the ability to call special
meetings and (iv) commit to holding its 2006 and 2007 annual meetings of
shareholders on time and to take no further actions to frustrate
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CUSIP No. 67622P101 SCHEDULE 13D Page 8
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shareholders' legitimate rights to implement change. A copy of the letter is
attached hereto as Exhibit 1.
The Reporting Persons may acquire, or cause to be acquired, additional
securities of the Company, in the open market or otherwise, or dispose of, or
cause to be disposed, such securities, in the open market or otherwise, at any
time.
In connection with the Company's upcoming 2006 Annual Meeting, the
Reporting Persons may file a proxy statement with the Securities and Exchange
Commission to solicit the Company's stockholders with respect to the election of
directors and/or one or more stockholder proposals. HOWEVER, IT SHOULD BE
EMPHASIZED THAT K CAPITAL HAS NOT MADE ANY DECISION AT THIS TIME WHETHER TO
SOLICIT PROXIES FOR THE ELECTION OF DIRECTORS OR FOR THE ADOPTION OF ONE OR MORE
STOCKHOLDER PROPOSALS.
OFFICEMAX STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN AND IF IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 1: Letter sent by K Capital Partners, LLC to the Board of
Directors of OfficeMax Incorporated on November 14, 2005.
EXHIBIT 2: Press Release, dated November 14, 2005
EXHIBIT 3: Joint Filing Agreement, dated November 14, 2005.
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CUSIP No. 67622P101 SCHEDULE 13D Page 9
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SIGNATURE
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: November 14, 2005
K CAPITAL PARTNERS, LLC
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
---------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
---------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
---------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
---------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
ABNER KURTIN
/s/ Abner Kurtin
- --------------------------------
Abner Kurtin
EXHIBIT 1
[K Capital Partners Letterhead]
An Open Letter to the Members of the OfficeMax Board
Board of Directors
OfficeMax Incorporated
150 Pierce Road
Itasca, IL 60143
November 14, 2005
To the Members of the Board:
K Capital Partners manages funds that have been shareholders in OfficeMax since
July 24, 2003 and currently hold approximately 8.6% of the company's outstanding
shares.
As the largest shareholder of OfficeMax, we are very dissatisfied with the
performance of the company and your actions as a board. Strategic initiatives
have destroyed value and financial and operating performance has been dismal. To
date, the OfficeMax board has neither accepted responsibility for these
developments nor held management accountable. Furthermore, shareholders have
been stonewalled in their attempts to address these issues and that of the
strategic direction of OfficeMax.
Even with a new CEO, there is little indication that things have changed. The
company continues to underperform, shareholders' questions remain unanswered,
and corporate governance decisions continue to foster entrenchment rather than
accountability.
We believe that the state of affairs at OfficeMax is unacceptable and must
improve dramatically. Specifically, we call upon the board and management to
take the following actions:
o Present a detailed turnaround plan now. By year-end, Sam Duncan will
have been in place as CEO for over eight months and more than two years
will have elapsed since the acquisition of the OfficeMax retail
business. Shareholders should not be required to wait so long to see the
company's turnaround plan. Furthermore, it is unacceptable for OfficeMax
to expect shareholders to support a risky, long-term plan without
detailed justification, especially given this company's legacy of failed
strategies. OfficeMax should provide shareholders with detailed support
for the rationale, cost, benefits, risks, and time requirements for each
significant program, as well as short-, medium-, and long-term
performance benchmarks so that shareholders may reasonably assess actual
performance versus plan over time.
o Create a committee of independent board members to assess the strategic
value of the company. It is our opinion that assessing the strategic
value of OfficeMax would be best
performed by an independent committee of the board. While we understand
that Goldman Sachs is providing advice on this topic, we strongly
believe that hiring a separate financial advisor to work with the
independent committee will provide a fresh perspective and the
additional credibility that we and other shareholders deserve.
o Declassify the board such that all directors stand for election at the
2007 annual meeting, remove the poison pill, and provide shareholders
with the ability to call special meetings. On the company's 2005 third
quarter conference call, Mr. Duncan said he was committed to increased
accountability at all levels of the organization. Maintaining these
structures is contrary to this stated goal and the best interests and
long-standing preference of OfficeMax shareholders.
o Take no further actions to frustrate shareholders' legitimate rights to
implement change. OfficeMax should commit to holding its 2006 and 2007
annual meetings of shareholders on time and to refrain from taking any
action that would potentially frustrate or complicate shareholders'
ability to exercise their rights.
We believe that the OfficeMax board should respect the wishes of its
shareholders by taking the actions outlined above. We see no reason for delay
and ask that the board begin to implement them immediately.
/s/ Brian Steck
- ---------------
Brian Steck
-2-
EXHIBIT 2
K Capital Sends Letter to OfficeMax Board of Directors
BOSTON, Nov. 14 -- K Capital Offshore Master Fund (U.S. Dollar), L.P. and
Special K Capital Offshore Master Fund (U.S. Dollar), L.P. (collectively, "K
Capital"), who together with their affiliates is the largest shareholder of
OfficeMax Incorporated (NYSE: OMX - News), today sent the following open letter
to the Board of Directors of OfficeMax. K Capital and its affiliates hold
approximately 6,050,000 shares of OfficeMax common stock, or approximately 8.6%
of the Company's outstanding shares.
An Open Letter to the Members of the OfficeMax Board
Board of Directors
OfficeMax Incorporated
150 Pierce Road
Itasca, IL 60143
November 14, 2005
To the Members of the Board:
K Capital Partners manages funds that have been shareholders in OfficeMax
since July 24, 2003 and currently hold approximately 8.6% of the company's
outstanding shares.
As the largest shareholder of OfficeMax, we are very dissatisfied with the
performance of the company and your actions as a board. Strategic initiatives
have destroyed value and financial and operating performance has been dismal. To
date, the OfficeMax board has neither accepted responsibility for these
developments nor held management accountable. Furthermore, shareholders have
been stonewalled in their attempts to address these issues and that of the
strategic direction of OfficeMax.
Even with a new CEO, there is little indication that things have changed.
The company continues to underperform, shareholders' questions remain
unanswered, and corporate governance decisions continue to foster entrenchment
rather than accountability.
We believe that the state of affairs at OfficeMax is unacceptable and must
improve dramatically. Specifically, we call upon the board and management to
take the following actions:
o Present a detailed turnaround plan now. By year-end, Sam Duncan will
have been in place as CEO for over eight months and more than two
years will have elapsed since the acquisition of the OfficeMax
retail business. Shareholders should not be required to wait so long
to see the company's turnaround plan. Furthermore, it is
unacceptable for OfficeMax to expect shareholders to support a
risky, long-term plan without detailed justification, especially
given this company's legacy of failed strategies. OfficeMax should
provide shareholders with detailed support for the rationale, cost,
benefits, risks, and time requirements for each significant program,
as well as short-, medium-, and long-term performance benchmarks so
that shareholders may reasonably assess actual performance versus
plan over time.
o Create a committee of independent board members to assess the
strategic value of the company. It is our opinion that assessing the
strategic value of OfficeMax would be best performed by an
independent committee of the board. While we understand that Goldman
Sachs is providing advice on this topic, we strongly believe that
hiring a separate financial advisor to work with the independent
committee will provide a fresh perspective and the additional
credibility that we and other shareholders deserve.
o Declassify the board such that all directors stand for election at
the 2007 annual meeting, remove the poison pill, and provide
shareholders with the ability to call special meetings. On the
company's 2005 third quarter conference call, Mr. Duncan said he was
committed to increased accountability at all levels of the
organization. Maintaining these structures is contrary to this
stated goal and the best interests and long-standing preference of
OfficeMax shareholders.
o Take no further actions to frustrate shareholders' legitimate rights
to implement change. OfficeMax should commit to holding its 2006 and
2007 annual meetings of shareholders on time and to refrain from
taking any action that would potentially frustrate or complicate
shareholders' ability to exercise their rights.
We believe that the OfficeMax board should respect the wishes of its
shareholders by taking the actions outlined above. We see no reason for delay
and ask that the board begin to implement them immediately.
Brian Steck
About K Capital Partners, LLC
K Capital Partners, LLC is a Boston, Massachusetts-based company that serves as
general partner or manager of private investment funds.
Contacts:
Media:
Matthew Sherman/Joele Frank
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
-2-
EXHIBIT 3
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Dated: November 14, 2005
K CAPITAL PARTNERS, LLC
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
--------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
--------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
--------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Robert T. Needham
--------------------------
Name: Robert T. Needham
Title: Chief Administrative Officer
ABNER KURTIN
/s/ Abner Kurtin
- ----------------------
Abner Kurtin
-2-