SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 2
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IMPERIAL HOLLY CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
452835AA9
- --------------------------------------------------------------------------------
(CUSIP Number)
Steven D. Rubin, Esq.
Weil, Gotshal & Manges LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
(713) 546-5030
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 19, 1998
- --------------------------------------------------------------------------------
(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 (b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
<PAGE>
<TABLE>
- --------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greencore Group plc
- --------- ---------------------------------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
- --------- ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- --------------------------------------------------------------
8 SHARED VOTING POWER
4,900,000
------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,900,000
- --------- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,900,000
- --------- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.3%
- --------- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------- ---------------------------------------------------------------------------------------------------------
<PAGE>
- --------- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Earlsfort Holdings B.V.
- --------- ---------------------------------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
- --------- ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- --------------------------------------------------------------
8 SHARED VOTING POWER
4,900,000
------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,900,000
- --------- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,900,000
- --------- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.3%
- --------- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the Schedule 13D (the "Initial
Schedule 13D"), filed on August 5, 1996 by Greencore Group plc, a corporation
organized under the laws of Ireland ("Greencore"), and Earlsfort Holdings B.V.
("Earlsfort", and together with Greencore the "Filing Persons"), a corporation
organized under the laws of the Netherlands with regard to the common stock,
without par value ("Common Stock"), of Imperial Holly Corporation, a Texas
corporation (the "Issuer"), as amended by Amendment No. 1 thereto filed on
September 10, 1998. This Statement is Amendment No. 2 to such Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in item 6 below, the Filing Persons have
acquired, and exercised, an option to acquire 1,100,000 shares of Common Stock.
The aggregate purchase price for the Option (as defined in Item 6 below) is
$137,500. The aggregate purchase price for the shares of Common Stock to be
purchased by the Filing Persons pursuant to the exercise of the Option is
$7,733,226.03. The Filing Persons will obtain the funds to purchase the Option
and to purchase such shares of Common Stock pursuant to the exercise of the
Option from their available working capital.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on November 19, 1998, the
Filing Persons may be deemed to beneficially own in the aggregate 4,900,000
shares of the Common Stock, which constitutes approximately 15.3% of the
outstanding shares of Common Stock. The Filing Persons' percentage ownership is
based on an aggregate of 32,022,208 shares of Common Stock outstanding,
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<PAGE>
including 27,050,208 shares of Common Stock outstanding as of August 10, 1998,
as set forth in the Issuer's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998, plus 4,972,000 shares of Common Stock issued by the
Issuer in connection with the Merger (as defined in Item 6 below), according to
information provided in the Issuer's Current Report on Form 8-K filed November
13, 1998 (the "Form 8-K").
To the best of the Filing Persons' knowledge and belief, none
of the executive officers or the directors of any of the Filing Persons
beneficially own any shares of the Common Stock.
(b) The Filing Persons share the power to vote or to direct
the vote and to dispose or to direct the disposition of the 4,900,000 shares of
Common Stock of which the Filing Persons are the beneficial owners, including
the 1,100,000 shares of Common Stock to be acquired pursuant to the exercise of
the Option. Reference is hereby made to Item 6 of the Initial Schedule 13D for a
description of certain agreements among the Filing Persons and the Issuer, and
to Item 6 below for a description of certain amendments to such agreements made
in connection with the acquisition of the Option by the Filing Persons.
(c) Except as described in Item 6, there have been no
transactions in the Common Stock within the last 60 days by the Filing Persons
or, to the best of the Filing Persons' knowledge and belief, by any of the
executive officers or the directors of the Filing Persons.
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<PAGE>
(d) The Filing Persons do not know of any other person who has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock to be acquired by the Filing
Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
The Issuer is party to an Agreement and Plan of Merger dated
as of September 4, 1998, as amended by an Amendment dated as of October 22, 1998
(as so amended, the "Merger Agreement"), among the Issuer, IHK Acquisition Corp.
and DSLT Inc. The Merger Agreement is attached as Exhibit 99.2 to the Form 8-K.
The merger (the "Merger") contemplated by the Merger Agreement was consummated
November 2, 1998. In connection therewith, among other things, the Issuer issued
4,972,000 shares of Common Stock (the "Merger Shares") to the former
stockholders of DSLT Inc., and DSLT Inc.
became a wholly-owned subsidiary of the Issuer.
Pursuant to Section 3.09 of the Merger Agreement, the Issuer
retained an option to repurchase some or all of the Merger Shares for a period
of 45 days following the Merger at a price of $7 per share plus interest at a
rate of 7.5% per annum from the date of the Merger to the date of the purchase
of such shares pursuant to the exercise of such option. Such option is
transferable in whole or in part by the Issuer. On November 19, 1998, the
Issuer, the Filing Persons and certain other persons entered into a Letter
Agreement (the "Letter Agreement") pursuant to which, among other things, the
Issuer sold a portion of such option with respect to 1,100,000 of the Merger
Shares to the Filing Persons (the "Option"), for a purchase price of $137,500 in
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<PAGE>
cash. A copy of such Letter Agreement is attached hereto as Exhibit 1 and
incorporated herein by reference. Pursuant to the Letter Agreement, the Issuer
also sold an option with respect to an additional number of the Merger Shares to
certain other persons. Immediately following the execution of the Letter
Agreement, the Filing Person exercised the Option, and the other persons who
acquired options with respect to Merger Shares also exercised such options. The
acquisition of Shares pursuant to the Option (as well as the shares to be
acquired by the other persons referred to above) will be consummated on November
23, 1998. The purchase price for the 1,100,000 shares of Common Stock to be
acquired by the Filing Persons (including interest calculated as set forth above
from the date of the Merger to November 24, 1998) will be $7,734,808.22 in cash.
The Issuer and the Filing Persons are parties to a
Registration Rights Agreement and an Investor Agreement, each of which is
described in Item 6 to the Original Schedule 13D and which are set forth as
Exhibits A and B, respectively, of Exhibit 1 thereto. In connection with the
sale of the Option, the Issuer and the Filing Persons have entered into an
Amendment to Investor Agreement and Registration Rights Agreement, dated
November 19, 1998 (the "Amendment"), to modify certain terms of such agreements.
A copy of the Amendment Agreement is set forth as Exhibit 2 hereto and
incorporated herein by reference. Among other things, the Investor Agreement
restricts the Filing Persons' right to sell, transfer any beneficial interest
in, pledge, hypothecate or otherwise dispose any shares of the Common Stock or
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<PAGE>
other voting securities of the Issuer subject to certain exceptions, including
in a transaction involving capital stock of the Issuer possessing no more than
2% of the voting power of the Issuer. Under the terms of the Amendment, such
percentage would be increased to 10%. In addition, the Amendment provides that
the Issuer would have 45 days (rather than 90 days) to exercise certain rights
of first refusal and rights of first offer held by the Issuer under the Investor
Agreement with respect to shares of Common Stock owned by the Filing Persons.
The Amendment also provides that the shares of Common Stock acquired pursuant to
the exercise of the Option will be deemed "Registrable Securities" for purposes
of the Registration Rights Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Letter Agreement, dated November 19, 1998, among the
Issuer, the Filing Persons and certain other persons
Exhibit 2 - Amendment to Investor Agreement and Registration Rights
Agreement, dated November 19, 1998.
Exhibit 3 - Joint Filing Agreement, dated November 19, 1998.
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<PAGE>
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.
GREENCORE GROUP PLC
November 19, 1998 By: /s/ Kevin O'Sullivan
----------------- ---------------------------------
Name: Kevin O'Sullivan
Title: Chief Financial Officer and
Director
9
<PAGE>
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.
EARLSFORT HOLDINGS B.V.
November 19, 1998 By: /s/ Kevin O'Sullivan
----------------- --------------------------------
Name: Kevin O'Sullivan
Title: Managing Director
10
<PAGE>
EXHIBIT INDEX
Name of Exhibit
---------------
Exhibit 1 - Letter Agreement
Exhibit 2 - Amendment to Investor Agreement
Exhibit 3 - Joint Filing Agreement
11
Exhibit 1
Imperial Holly Corporation
P. O. Box 9
Sugar Land, Texas 77487
November 19, 1998
To the persons listed on Schedule 1:
Imperial Holly Corporation, a Texas corporation (the
"Company"), is party to an Agreement and Plan of Merger dated as of September 4,
1998, as amended by an Amendment dated as of October 22, 1998 (as so amended,
the "Merger Agreement"), among the Company, IHK Acquisition Corp. and DSLT Inc.
Terms that are defined in the Merger Agreement and used without definition in
this letter agreement have the respective meanings ascribed to them in the
Merger Agreement.
The Company hereby assigns to the persons listed on Schedule 1
(the "Assignees"), with respect to the number of shares set forth on Schedule 1
opposite each Assignee's name, the Repurchase Option contained in Section 3.09
of the Merger Agreement. In consideration of such assignment, each Assignee
agrees to pay to the Company on November 24, 1998 in immediately available funds
the payment amount set forth opposite its name on Schedule 1. The Repurchase
Option shall be exercised in accordance with the terms and conditions of the
Merger Agreement by giving notice as provided in the Merger Agreement on
November 19, 1998 with respect to all shares set forth on Schedule 1, and each
Assignee will (severally and not jointly) purchase the number of shares set
forth opposite its name on Schedule 1 pursuant to and in accordance with the
Repurchase Option.
Each Assignee agrees that it will comply with the provisions
of the Securities Act of 1933 (the "Act") with respect to any disposition of
shares of Common Stock, without par value, of the Company ("Common Stock") it
acquires pursuant to the Repurchase Option. Each Assignee represents that (i) it
is an "accredited investor" as defined in Regulation D under the Act, (ii) it is
acquiring the interest in the Repurchase Option and the shares of Common Stock
to be purchased for its own account and not with a view to the distribution
thereof, (iii) it understands that neither the Repurchase Option nor the shares
purchasable thereunder has been registered under the Act and may not be resold
except in compliance with the Act and (iv) it has not purchased or sold, or
taken any action with respect to, the Common Stock on or after October 1, 1998
and prior to the date hereof.
This letter agreement shall be governed by the internal laws
of the State of Texas, constitutes the entire agreement of the parties with
respect to its subject matter, does not confer any benefits or rights on any
third party and may be signed in counterparts. No Assignee may assign any rights
hereunder without the prior written consent of the Company. Any notice hereunder
1
<PAGE>
shall be in writing and given by personal delivery or fax to the address of the
applicable party set forth on Schedule 1 (or an address specified in a notice of
address change).
Please sign below to indicate your agreement to the terms and
conditions contained as of the first date set forth above.
Very truly yours,
IMPERIAL HOLLY CORPORATION
By: /s/ Mary L. Burke
-----------------------------
AGREED AND ACCEPTED:
GREENCORE GROUP PLC
By: /s/ Kevin O'Sullivan
--------------------------------------------
EARLSFORT HOLDINGS B.V.
By: /s/ H.S. Laudendorff /s/ J.M.C. Rasing
--------------------------------------------
Managing Director Managing Director
H. KEMPNER TRUST ASSOCIATION
By: /s/ Harris L. Kempner, Trustee
--------------------------------------------
By: /s/ Fayez Sarofim
--------------------------------------------
Fayez Sarofim
2
<PAGE>
SCHEDULE 1
Payment to
Assignee and Notice Address Number of Shares Company
- --------------------------- ---------------- ----------
Greencore Group plc 1,100,000 $ 137,500.00
Earlsfort Holdings B.V.
Greencore Group plc
St. Stephen's Green House
Earlsfort Terrace
Dublin 2, Ireland
Attention: Chief Executive Officer
Telephone: 011-3531-605-1000
Fax: 011-3531-605-1101
with a copy to:
Weil, Gotshal & Manges LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
Attention: Steven D. Rubin
Telephone: 713-546-5030
Fax: 713-224-9511
H. Kempner Trust Association 698,652 $ 87,331.50
Kempner Capital Management
2291 Market Street, 12th Floor
Galveston, Texas 77550
Attention: Harris Kempner
Telephone: 409-765-6671
Fax: 409-765-9098
Fayez Sarofim 349,326 $ 43,665.75
2 Houston Center, Suite 2907
Houston, Texas 77010
Attention: Raye White
Telephone: 713-654-4484
Fax: 713-654-8184
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Address of the Company:
Imperial Holly Corporation
One Imperial Square, Suite 200
8016 Highway 90A
Sugar Land, Texas 77478
Attention: James C. Kempner
Telephone: 281-490-9780
Fax: 281-490-9895
with a copy to:
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
Attention: J. David Kirkland, Jr.
Telephone: 713-229-1101
Fax: 713-229-1522
4
Exhibit 2
AMENDMENT TO
INVESTOR AGREEMENT
and
REGISTRATION RIGHTS AGREEMENT
This Amendment to Investor Agreement and Registration Rights
Agreement (this "Amendment") is entered into effective as of November 19, 1998
by and among IMPERIAL HOLLY CORPORATION, a Texas corporation (the "Company"),
and GREENCORE GROUP PLC and EARLSFORT HOLDINGS B.V. (collectively, the
"Investor").
RECITALS
WHERAS, the Company and Investor are parties to (i) that
certain Investor Agreement dated as of August 29, 1996 (the "Investor
Agreement") and (ii) that certain Registration Rights Agreement, dated as of
August 29, 1996 (the "Registration Rights Agreement"), each setting forth
certain rights and obligations of such parties relating to the Investor's
ownership of shares of the Company's Common Stock, without par value ("Company
Common stock");
WHEREAS, the Company recently consummated the acquisition (the
"DC Acquisition") of DSLT Inc. ("DC");
WHEREAS, in connection with the DC Acquisition, the Company
issued approximately 4,972,060 shares (the "DC Shares") of Company Common Stock
to the former stockholders of DC;
WHEREAS, under the terms of the merger agreement relating to
the DC Acquisition, the Company retained a transferable option to acquire the DC
Shares for the forty-five day period following the completion of the DC
Acquisition;
WHEREAS, the Company is selling to Investor an option (the
"Option") to purchase 1,100,000 of the DC Shares, and the Investor is
simultaneously exercising such Option pursuant to the terms thereof;
WHEREAS, in connection with the transactions the parties
desire to amend and restate certain provisions of the Investor Agreement and the
Registration Rights Agreement.
NOW THEREFORE, in consideration of the foregoing, the parties
agree as follows:
1. Status of Investor Agreement. Except as expressly set forth herein, all
terms, conditions and provisions of the Investor Agreement and the Registration
Rights Agreement shall remain in full force and effect in accordance therewith.
All capitalized terms not otherwise defined in this Amendment shall have the
meanings specified for such terms in the Investor Agreement.
1
<PAGE>
2. Company Waiver. The Company hereby waives compliance by the Investor with the
provisions of Section 2.3 of the Investor Agreement with respect to the
acquisition by the Investor of shares of Company Common Stock pursuant to the
exercise of the Option by the Investor.
3. Amendment to Restrictions on Transfer in Investor Agreement. Section 3.1 (iv)
of the Investor Agreement is hereby amended and restated to read in its entirety
as follows:
"(iv) to a transferee where the amount of Voting Securities transferred
to such transferee and its Affiliates (together with all other Voting Securities
transferred by the Investor to such transferee and its Affiliates during the 12
months preceding such transfer) does not exceed 10% of the Voting Power;"
4. Amendments to Sections 4 and 5 of Investor Agreement. Each reference to "90
days," "90-day period" or "90th day" contained in Section 4 and 5 of the
Investor Agreement shall be deleted therefrom and shall be replaced by "45
days," "45-day period" or "45th day," as applicable.
5. Amendment to Registration Rights Agreement. The definition of the term
"Registrable Securities" in the Registration Rights Agreement shall be amended
and restated to read in its entirety as follows:
" "Registrable Securities" shall mean (i) the Common Stock
issued to Investor pursuant to the Purchase Agreement, (ii) the 1,100,000 shares
of Common Stock purchased by the Investor pursuant to the exercise of that
certain Repurchase Option sold and assigned by the Company to the Investor under
the terms of that certain letter agreement, dated August 29, 1998, among the
Company, the Investor and certain other parties, and (iii) any securities issued
in exchange for, as a dividend on, or in replacement of, or otherwise issued or
distributed in respect of (including securities issued in a stock dividend,
split or recombination or pursuant to the exercise of preemptive rights, if
any), any shares of Common Stock referred to in clause (i) or (ii) above;
provided, however, that any securities described in clause (i), (ii) or (iii)
above shall cease to be Registrable Securities when and to the extent that such
securities have been (A) distributed to the public pursuant to a registration
statement covering such securities that has been declared effective under the
Securities Act, (B) distributed in accordance with the provisions of Rule 144
(or any similar provision then in force) under the Securities Act, (C)
transferred to any Person in a manner such that such securities are deemed to
cease being Registrable Securities pursuant to the provisions of Sections 11(i)
and (k) of this Agreement, or (D) repurchased by the Company."
6. Representation Regarding Rights Plan. The Company represents and warrants to
the Investor that the resolution referred to in Section 2.7 of that certain
Stock Purchase Agreement, entered into effective as of July 25, 1996, among the
Company and the Investor, is in full force and effect, and has not been amended,
altered, changed, repealed or terminated.
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7. Governing Law. This Amendment shall be governed and construed in all respects
in accordance with the laws of the State of Texas as applied to agreements made
and performed in Texas by residents of the State of Texas.
8. Titles and Subtitles. The titles and subtitles used in this Amendment are
used for convenience only and are not to be considered in construing or
interpreting this Amendment.
9. Facsimile Signatures. Any signature page delivered by a fax machine or
telecopy machine shall be binding to the same extent as an original signature
page, with regard to any agreement subject to the terms hereof or any amendment
thereto. Any party who delivers such a signature page agrees to later deliver an
original counterpart to any party which requests it.
10. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
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<PAGE>
The foregoing Amendment is hereby executed as of the date first above written.
IMPERIAL HOLLY CORPORATION
a Texas corporation
By: /s/ W.F. Schwer
----------------------------------------------------
Title: Managing Director
GREENCORE GROUP PLC
By: /s/ Kevin O'Sullivan
----------------------------------------------------
Title: Chief Financial Officer and Director
EARLSFORT HOLDINGS B.V.
By: /s/ H.S. Landendorff /s/ J.M.C. Rasing
----------------------------------------------------
Title: Managing Director Managing Director
Amendment to Investor/Registration Rights Agreement Signature Page
4
Exhibit 3
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent
to the filing of a single statement on behalf of all of them on Schedule 13D and
amendments thereto, in accordance with the provisions of Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934.
Dated: November 19, 1998
GREENCORE GROUP PLC
By: /s/ Kevin O'Sullivan
-----------------------------------
Name: Kevin O'Sullivan
Title: Chief Financial Officer and
Director
By: /s/ Kevin O'Sullivan
-----------------------------------
Name: Kevin O'Sullivan
Title: Managing Director
