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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
In a Schedule 13D, Amendment No. 4, filed with the Securities and Exchange Commission on May 18, 2006, the reporting person affirmed membership in a "group" for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, with Steven G. Mihaylo ("Mr. Mihaylo"), but disclaimed beneficial ownership of the 5,179,498 shares of the issuer's common stock beneficially owned by Mr. Mihaylo. Mr. Mihaylo is a director of the issuer and the beneficial owner of more than 10% of the outstanding shares of common stock of the issuer. In filing this Form 3, the reporting person disclaims beneficial ownership of such shares beneficially owned by Mr. Mihaylo. |
(2) |
One profit sharing agreement with respect to 5,179,498 shares of common stock of the issuer. See Note 3 below. |
(3) |
On May 18, 2006, the reporting person entered into a memorandum of understanding (the "MOU") with Mr. Mihaylo and a wholly owned affiliate of Mr. Mihaylo, pursuant to which, if, after Mr. Mihaylo (or such wholly owned affiliate) and the reporting person extend a proposal to jointly acquire the issuer, Mr. Mihaylo chooses to sell or vote his shares within 12 months of the termination of the MOU in favor of another change of control transaction (the "Other Transaction"), Mr. Mihaylo (or such wholly owned affiliate) shall pay to the reporting person, either in cash or in the form of consideration received by Mr. Mihaylo for his shares of the issuer's common stock in such Other Transaction, a specified amount as "overbid protection" in accordance with the formula set forth in the MOU. |
(4) |
The amount of "overbid protection" (if any) is payable to the reporting person upon the receipt by Mr. Mihaylo of consideration in such Other Transaction. On June 14, 2006, INTL Acquisition Corp. ("IAC"), an entity jointly formed by the reporting person and an affiliate of Mr. Mihaylo, made an offer to acquire for cash all of the outstanding shares of common stock of the issuer, other than shares beneficially owned by IAC. |
(5) |
Twelve months following the termination of the MOU. |