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(1)
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May include shares owned by the selling shareholders that are registered for resale on other registration
statements. May also include the number of common shares underlying shares of 12% Preferred Stock held
by a selling securityholder. Each share of 12% Preferred Stock currently converts into 60.606 shares of
common stock, and all common stock share numbers include, where applicable, the number of shares of
common stock into which any Preferred Stock held by the beneficial owner is convertible at such rate of
conversion.
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(2)
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Reflects the number of shares offered for resale by this prospectus on behalf of each selling shareholder.
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Estimated based on the total number of shares of Common Stock issuable upon conversion of the Notes. Each
$1,000 aggregate principal amount of Notes is initially convertible into Common Stock, at the option of
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(3)
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the holder, at a conversion rate of 445.583 shares of common stock per $1,000 principal amount of notes.
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(4)
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Brian Taylor of Pine River Capital Management L.P. (
Pine River
) has or shares voting or investment
control over the securities and, in such capacity, may be deemed to share beneficial ownership over the
securities.
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(5)
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Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and has voting
control and investment discretion over the securities held by Highbridge International LLC. Glenn Dubin
is the Chief Executive Officer of Highbridge Capital Management, LLC. Each of Highbridge Capital
Management, LLC and Glenn Dubin disclaims beneficial ownership of the securities held by Highbridge
International LLC.
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(6)
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Cohanzick Management, LLC, as investment adviser for Gencorp Master Retirment Trust has or shares voting
or investment control over the securities and, in such capacity, may be deemed to share beneficial
ownership over the securities.
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(7)
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Heights Capital Management, Inc., the authorized agent of Capital Ventures International (
CVI
), has
discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the
beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights
Capital Management, Inc., may also be deemed to have investment discretion and voting power over the
shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares.
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(8)
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Joshua Nash, sole director of Ulysses Offshore Fund, Ltd. and Cohanzick Management, LLC, as investment
adviser for Ulysses Offshore Fund, Ltd. has or shares voting or investment control over the securities
and, in such capacity, may be deemed to share beneficial ownership over the securities.
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(9)
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Joshua Nash, president of Ulysses Management LLC, the investment manager of Ulysses Partners, L.P. and
Cohanzick Management, LLC, as investment adviser for Ulysses Partners, L.P. has or shares voting or
investment control over the securities and, in such capacity, may be deemed to share beneficial ownership
over the securities
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(10)
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NML Variable Annuity Account A and NML Variable Annuity Account C, separate accounts of The Northwestern
Mutual Life Insurance Company (
Northwestern Mutual
), have variable annuity contracts registered under
the Securities Act of 1933. As such, these separate accounts are not investment companies; however,
Northwestern Mutual does file reports under the Securities Exchange Act of 1934 (the
Exchange Act
), in
respect of the two separate accounts. Northwestern Investment Management Company, LLC (
NIMC
), a wholly
owned company of Northwestern Mutual, is the investment adviser to Northwestern Mutual with respect to
the securities. NIMC therefore may be deemed to be an indirect beneficial owner with shared voting
power/investment power with respect to such securities. Jerome R. Baier is a portfolio manager for NIMC
and manages the portfolio which holds the securities and therefore may be deemed to be an indirect
beneficial owner with shared voting power/investment power with respect to such securities. However,
pursuant to Rule 13d-4 under the Exchange Act, the immediately preceding sentence shall not be construed
as an admission that Mr. Baier is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities covered by the statement. The total number of shares of Common Stock
owned prior to Offering includes shares underlying 30,000 shares of 12% Preferred Stock beneficially
owned by Northwestern Mutual (28,000 shares of which are held in its General Account and 2,000 shares of
which are held in its Group Annuity Separate Account).
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(11)
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Gene T. Pretti of Zazove Associates, LLC, a registered investment advisor with discretionary authority,
has or shares voting or investment control over the securities and, in such capacity, may be deemed to
share beneficial ownership over the securities.
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(12)
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Stonerise Capital Management, LLC is the sole general partner of Stonerise Capital Partners Master Fund,
L.P. As a result, Stonerise Capital Management, LLC may be deemed to be the beneficial owner of and to
share the voting or investment control over the securities.
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(13)
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Fidelity Management & Research Company (
Fidelity
), a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial
owner of 6,000 shares of the Notes and 120,300 shares of 12% Preferred Stock as a result of acting as
investment adviser to various investment companies registered under Section 8 of the Investment Company
Act of 1940. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has
sole power to dispose of $6,000,000 aggregate principal amount of the Notes Due 2015 and 120,300 shares
of 12% Preferred Stock owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders voting agreement under which all Series B voting common
shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly,
through their ownership of voting common shares and the execution of the shareholders voting agreement,
members of the Johnson family may be deemed, under the 40 Act, to form a controlling group with respect
to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds
Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by
the Funds Boards of Trustees.
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(14)
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Includes 2,739,391 shares of Common Stock not being registered pursuant to this Registration Statement.
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(15)
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Includes 409,908 shares of Common Stock not being registered pursuant to this Registration Statement.
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(16)
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Includes 1,006,060 shares of Common Stock not being registered pursuant to this Registration Statement.
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(17)
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Includes 163,636 shares of Common Stock not being registered pursuant to this Registration Statement.
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(18)
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Includes 1,665,665 shares of Common Stock not being registered pursuant to this Registration Statement.
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