<PAGE> 1
w UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
097189-10-4
---------------------------------------------
(CUSIP Number)
James G. Dinan
Dinan Management, L.L.C.
350 Park Avenue, 25th Floor
New York, NY 10022
(212) 377-2020
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 26, 1997
-------------------------------------------------------
(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 the statement [x]. (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.) [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(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).
<PAGE> 2
CUSIP No. 097189-10-4 Page 2 of 16 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James G. Dinan
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 865,133 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
865,133 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,133 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 097189-10-4 Page 3 of 16 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
York Select, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 41,861 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
41,861 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,861 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 097189-10-4 Page 4 of 16 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
York Investment Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 534,894 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
534,894 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,894 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 097189-10-4 Page 5 of 16 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
York Capital Management, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 288,378 shares
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
288,378 shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,378 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
CUSIP NO. 097189-10-4 PAGE 6 OF 16 PAGES
ITEM 1. SECURITY AND ISSUER
Securities Acquired: Series A Convertible Preferred Stock, $0.001 par
value per share ("Preferred Stock")
Issuer: Bogen Communications International, Inc.
Principal Executive Offices: 50 Spring Street
Ramsey, New Jersey 07446
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) James G. Dinan ("Dinan"), an individual who is the Senior Managing
Director, Member and holder of a ninety-nine percent (99%) interest
in Dinan Management, L.L.C.
(ii) Dinan Management, L.L.C. ("Dinan Management"), a New York limited
liability company, is the sole General Partner of York Capital
Management, L.P. and York Select, L.P.
(iii) York Capital Management, L.P. ("York Capital"), a Delaware limited
partnership.
(iv) York Select, L.P. ("York Select"), a Delaware limited partnership.
(v) York Investment Limited ("York Investment"), a corporation of The
Commonwealth of The Bahamas.
(b), (c) and (f) Dinan's principal occupation is investment management.
Dinan is a citizen of the United States.
Dinan Management is a privately owned New York limited liability company,
the principal business of which is to act as General Partner of York Capital and
York Select, and which also renders investment management and advisory services
to institutional and other private investors regarding investment and trading in
securities and other financial instruments.
<PAGE> 7
CUSIP NO. 097189-10-4 PAGE 7 OF 16 PAGES
Each of York Capital and York Select is a privately owned investment
limited partnership which is in the business of purchasing, for investment and
trading purposes, securities and other financial instruments.
York Investment is a Bahamian corporation. Dinan Management Corporation
("DMC"), a Delaware corporation, is the sub-manager of York Investment. Dinan is
the President and ninety-nine percent (99%) shareholder of DMC. York Investment
is in the business of purchasing, for investment and trading purposes,
securities and other financial instruments.
The address of each of Dinan, Dinan Management, York Capital and York
Select is:
350 Park Avenue
25th Floor
New York, New York 10022
The address for York Investment for the purposes of this filing is:
York Investment Limited
350 Park Avenue
25th Floor
New York, New York 10022
(d) No events have occurred which would be required to be reported under
the provisions of this Item.
(e) No events have occurred which would be required to be reported under
the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by York Capital to purchase Preferred Stock
was working capital. The approximate aggregate amount of funds used to purchase
such securities was $1,550,000. All such securities were acquired directly from
the Issuer in a privately negotiated transaction.
The source of funds used by York Select to purchase Preferred Stock on
behalf was working capital. The approximate aggregate amount of funds used to
purchase such securities was $225,000. All such securities were acquired
directly from the Issuer in a privately negotiated transaction.
The source of funds used by York Investment to purchase Preferred Stock
was working capital. The approximate aggregate amount of funds used to purchase
such securities was $2,875,000. All such securities were acquired directly from
the Issuer in a privately negotiated transaction.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction for each of the Reporting Persons is for
investment. Each Reporting Person may from time to time make additional
purchases of the Issuer's Common Stock, $.001 par value per share ("Common
Stock"), or other securities of the Company, and may dispose of any or all of
such securities or of the Issuer's Common Stock held by it into which the
Preferred Stock may be converted. Each of the Reporting Persons, along with
certain other persons, purchased the Preferred Stock pursuant to a Convertible
Preferred Stock Purchase Agreement described in Item 6 hereto.
<PAGE> 8
CUSIP NO. 097189-10-4 PAGE 8 OF 16 PAGES
Other than as described in Item 6 hereto, none of the Reporting Persons
has made any proposals to the Company which relates to, or could result in, any
of the matters referenced in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D, but such matters may be discussed or considered by the Company's
Board of Director's from time to time, including Daniel Schwartz, a director of
the Company and an affiliate of certain of the Reporting Persons. The Reporting
Persons may, at any time and from time to time, review or reconsider their
positions with respect to the Issuer, and may change their intentions as stated
above. The Reporting Persons may separately or together communicate with
management and other shareholders of the Company with respect to their
investment in or interest in the Company.
<PAGE> 9
CUSIP NO. 097189-10-4 PAGE 9 OF 16 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The beneficial ownership and voting and dispositive power of each
of the Reporting Persons over Preferred Stock of the Issuer as of the date
hereof is as follows:
(i) Dinan may be deemed the beneficial owner of 46,500 shares of
Preferred Stock which presently are convertible into 865,133 shares
which would represent 29.2% of the Common Stock of the Issuer as a
result of his being a Senior Managing Director, Member and holder of
a ninety-nine percent (99%) interest in Dinan Management and the
President and holder of a ninety-nine percent (99%) interest in DMC,
Sub-manager for York Investment. Dinan does not beneficially own any
shares of Preferred Stock or Common Stock of the Issuer other than
through such positions.
(ii) Dinan Management has purchased no shares of Preferred Stock of the
Issuer solely for its own account. However, by reason of its
interest as General Partner of York Capital and York Select, Dinan
Management may be deemed to have indirect beneficial ownership of
the 17,750 shares of Preferred Stock purchased for such accounts.
Such Preferred Stock presently is convertible into 330,239 shares
which would represent 13.6% of Common Stock of the Issuer, and thus
Dinan Management may be deemed to have shared voting and dispositive
power with York Capital and York Select over such shares of Common
Stock.
(iii) York Capital is the direct beneficial owner of 15,500 shares of
Preferred Stock which presently are convertible into 288,378 shares
which would represent 12.1% of the Common Stock of the Issuer.
(iv) York Select is the direct beneficial owner of 2,250 shares of
Preferred Stock which presently are convertible into 41,861 shares
which would represent 2.0% of the Common Stock of the Issuer.
(v) York Investment is the direct beneficial owner of 28,750 shares of
Preferred Stock which presently are convertible into 534,894 shares
which would represent 20.3% of the Common Stock of the Issuer.
The number of shares beneficially owned and the percentage of outstanding
shares represented thereby, for each of the Reporting Persons, have been
computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
2,103,126 shares of Common Stock reported outstanding by the Issuer prior to the
conversion of any Preferred Stock and reflects the Issuer's repurchase of
3,701,919 shares of Common Stock from Geotek Communications Inc. on November 26,
1997 and the sale of 46,295 shares of Common Stock on such date.
<PAGE> 10
CUSIP NO. 097189-10-4 PAGE 10 OF 16 PAGES
(c) Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by York Capital are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 15,500* $5.375 $1,550,000
*The foregoing 15,500 shares of Preferred Stock presently are convertible into
288,378 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported on herein effected
within the last sixty (60) days by York Select are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 2,250* $5.375 $225,000
*The foregoing 2,250 shares of Preferred Stock presently are convertible into
41,861 shares of the Issuer's Common Stock, $.001 par value per share.
Transactions in the class of Securities reported on herein effected within
the last sixty (60) days by York Investment are as follows. All such
transactions comprise privately negotiated purchases of Preferred Stock directly
from the Issuer unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
11/26/97 28,750* $5.375 $2,875,000
*The foregoing 28,750 shares of Preferred Stock presently are convertible into
534,894 shares of the Issuer's Common Stock, $.001 par value per share.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Each of the Reporting Persons together with unrelated other investors
(collectively, the "Investors") purchased the Preferred Stock pursuant to a
Convertible Preferred Stock Purchase Agreement dated November 26, 1997(the
"Agreement"). Pursuant to the terms of the Agreement, the Issuer agreed to issue
to the Investors (including each of the Reporting Persons) an aggregate 200,000
shares of its Preferred Stock for an aggregate purchase price of $20,000,000.
Such Preferred Stock presently is convertible into an aggregate 3,721,000 shares
which would represent an aggregate of 63.9% of the Issuer's Common Stock after
conversion. The Agreement also provided for the resignation of certain of the
Issuer's former members of its Board of Directors and for the election of
Jeffrey Schwarz, Daniel Schwartz (an affliate of certain of the Reporting
Persons), Jon Guss and Michael Fleischer to the Issuer's Board of Directors and
to certain committees of the Board of Directors. Other than their common actions
and
<PAGE> 11
CUSIP NO. 097189-10-4 PAGE 11 OF 16 PAGES
agreements with the Company, as set forth in the Agreement entered into by each
of the Investors, the Reporting Persons have no other agreements or
understandings with respect to the purchase or sale of Preferred Stock or Common
Stock, and the Reporting Persons disclaim the existence of a group for any
purpose.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing.
<PAGE> 12
CUSIP NO. 097189-10-4 PAGE 12 OF 16 PAGES
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Dinan Management, L.L.C.
By: /s/ James G. Dinan
-------------------------
James G. Dinan
Senior Managing Director
Dated as of: December 5, 1997
<PAGE> 13
CUSIP NO. 097189-10-4 PAGE 13 OF 16 PAGES
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
York Capital Management, L.P.
By: /s/ James G. Dinan
-----------------------------------------
Dinan Management, L.L.C., General Partner
James G. Dinan, Senior Managing Director
Dated as of: December 5, 1997
<PAGE> 14
CUSIP NO. 097189-10-4 PAGE 14 OF 16 PAGES
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
York Select, L.P.
By: /s/ James G. Dinan
-----------------------------------------
Dinan Management, L.L.C., General Partner
James G. Dinan, Senior Managing Director
Dated as of: December 5, 1997
<PAGE> 15
CUSIP NO. 097189-10-4 PAGE 15 OF 16 PAGES
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ James G. Dinan
------------------
James G. Dinan
<PAGE> 16
CUSIP NO. 097189-10-4 PAGE 16 OF 16 PAGES
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
York Investment Limited
By: /s/ James G. Dinan
-----------------------------------------
Dinan Management Corporation, Sub-Manager
James G. Dinan, President
Dated as of: December 5, 1997
<PAGE> 17
EXHIBIT A
AGREEMENT OF JOINT FILING
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
PREFERRED STOCK, $0.001 PAR VALUE SHARE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to
constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this
5th day of December, 1997.
DINAN MANAGEMENT, L.L.C. YORK CAPITAL MANAGEMENT L.P.
By: /s/ James G. Dinan By: /s/ James G. Dinan
------------------------ -----------------------------------------
James G. Dinan Dinan Management, L.L.C., General Partner
Senior Managing Director James G. Dinan, Senior Managing Director
By: /s/ James G. Dinan
------------------------
James G. Dinan
YORK SELECT L.P.
By: /s/ James G. Dinan
-----------------------------------------
Dinan Management, L.L.C., General Partner
James G. Dinan, Senior Managing Director
YORK INVESTMENT LIMITED
By: /s/ James G. Dinan
----------------------
Dinan Management Corporation, Sub-Manager
James G. Dinan, President
