UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to Rules 13d-1(a) and Amendments thereto Filed
Pursuant to Rule 13d-2(a)
(Amendment No. 2)
MEADOW VALLEY CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
583185103
(CUSIP Number)
COPY TO:
Nick Pitt-Lewis
North Atlantic Value LLP
Ryder Court
14 Ryder Street
London SW1Y 6QB, England
011-44-207-747-8962
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 12, 2006
(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), 13d-1(f) or 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 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 23 Pages)
*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 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).
| CUSIP No. 583185103 | Page 2 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
North Atlantic Value LLP No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
AF |
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| 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
England |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
400,124 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
400,124 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
400,124 |
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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)
9.6% |
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| 14. | Type of Reporting Person (See Instructions)
OO, IA |
| CUSIP No. 583185103 | Page 3 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Christopher Harwood Bernard Mills No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
AF |
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| 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
England |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
400,124 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
400,124 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
400,124 |
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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)
9.6% |
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| 14. | Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 583185103 | Page 4 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Trident Holdings No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
WC |
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| 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
61,868 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
61,868 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
61,868 |
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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)
1.5% |
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| 14. | Type of Reporting Person (See Instructions)
IV, CO |
| CUSIP No. 583185103 | Page 5 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
The Trident North Atlantic Fund No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
WC |
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| 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
126,649 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
126,649 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
126,649 |
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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)
3.0% |
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| 14. | Type of Reporting Person (See Instructions)
IV, CO |
| CUSIP No. 583185103 | Page 6 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
High Tor Limited No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
WC |
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| 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
11,607 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
11,607 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
11,607 |
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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)
0.3% |
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| 14. | Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 583185103 | Page 7 of 23 |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
American Opportunity Trust plc No IRS Identification Number |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
WC |
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| 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
England |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
200,000 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
200,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
200,000 |
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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)
4.8% |
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| 14. | Type of Reporting Person (See Instructions)
IV |
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
This Amendment No. 2 to Statement on Schedule 13D (the “Amendment”) amends the Statement on Schedule 13D filed on August 22, 2006, as further amended by the Amendment No. 1 on Schedule 13D filed on August 22, 2006, with the Securities and Exchange Commission by certain of the Filing Parties (defined below).
Item 1. Security and Issuer.
The class of equity securities to which this Amendment relates is the common stock, $.001 par value (the “Common Stock”), of Meadow Valley Corporation, a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 4411 South 40th Street, Suite D-11, Phoenix, AZ, 85040.
Item 2. Identity and Background.
2 (a-c,f).
| I. | Filing Parties: |
This Amendment is filed on behalf of the following persons, who are collectively referred to as the “Filing Parties”:
| 1. | North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients. |
| 2. | Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as director and chief executive of North Atlantic Smaller Companies Investment Trust plc (“NASCIT”), as chief executive of American Opportunity Trust plc (“American Opportunity Trust”), as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, The Trident North Atlantic Fund (“Trident North Atlantic”), Oryx International Growth Fund Limited (“Oryx”), and as a member and the chief investment officer of North Atlantic Value. |
| 3. | Trident North Atlantic is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. Christopher Harwood Bernard Mills serves as a |
Page 8 of 23
| director of Trident North Atlantic and North Atlantic Value serves as an investment adviser to Trident North Atlantic. |
| 4. | Trident Holdings (“Trident Holdings”) is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 1350GT, 75 Fort Street, George Town, Grand Cayman, Cayman Islands. Trident Holdings is a publicly-held regulated mutual fund. North Atlantic Value serves as an investment manager to Trident Holdings. |
| 5. | High Tor Limited (“Trident High Tor”) is a corporation organized under the laws of the Cayman Islands with its principal office and business at P.O. Box N-4857, Unit No. 2, Cable Beach Court, West Bay Street, Nassau, The Bahamas. High Tor Limited is a private client of North Atlantic Value, which serves as an investment manager to a portfolio of assets owned by Trident High Tor. |
| 6. | American Opportunity Trust is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. American Opportunity Trust is a publicly-held investment trust company. North Atlantic Value serves as investment manager to American Opportunity Trust. |
| II. | Executive Officers and Directors: |
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein.
(d) Criminal Proceedings
During the last five years, neither the Filing Parties (nor a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Securities Law Proceedings
During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Page 9 of 23
The aggregate purchase price of the 126,649 shares of Common Stock beneficially held by Trident North Atlantic is $1,362,763.34 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident North Atlantic were paid for using its working capital funds.
The aggregate purchase price of the 61,868 shares of Common Stock beneficially held by Trident Holdings is $667,183.01 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident Holdings were paid for using its working capital funds.
The aggregate purchase price of the 11,607 shares of Common Stock beneficially held by Trident High Tor is $123,278.24 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident High Tor were paid for using its working capital funds.
The aggregate purchase price of the 200,000 shares of Common Stock beneficially held by American Opportunity Trust is $2,390,957.31 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by American Opportunity Trust were paid for using its working capital funds.
Item 4. Purpose of Transaction.
The Filing Parties acquired their holdings of the Common Stock because they believed the Common Stock represented a favorable investment opportunity. The Filing Parties believe that the Company’s market capitalization is so low that the costs of being public are prohibitive and that the Board of Directors should consider thoroughly potential opportunities to enhance shareholder value through, among other options, a business combination or sale of the Company or its assets. The Filing Parties may engage in discussions with the directors of the Company and third parties regarding the possibility of supporting such a transaction.
The Filing Parties will, from time to time, revisit the purpose of their investment in the Company in order to maximize shareholder value. Accordingly, future acquisitions of the Common Stock may be for the purpose of, among other things, effecting an extraordinary corporate transaction, such as a merger, asset sale or reorganization of the Company.
The Filing Parties may also participate in discussions with potential purchasers of their shares of Common Stock, sell some or all of their shares of Common Stock in the open market or through privately negotiated transactions, or change their intention with respect to any and all of the matters referred to above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the
Page 10 of 23
Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:
| Filing Party |
Aggregate Number of Shares |
Number of Shares: Sole Power to Vote |
Number of Shares: Shared Power to Vote |
Number of Shares: Sole Power to Dispose |
Number of Shares: Shared Power to Dispose |
Approximate Percentage* |
|||||||
| North Atlantic Value+ |
400,124 | 0 | 400,124 | 0 | 400,124 | 9.6 | % | ||||||
| Christopher H. B. Mills+ |
400,124 | 0 | 400,124 | 0 | 400,124 | 9.6 | % | ||||||
| Trident North Atlantic |
126,649 | 0 | 126,649 | 0 | 126,649 | 3.0 | % | ||||||
| Trident Holdings |
61,868 | 0 | 61,868 | 0 | 61,868 | 1.5 | % | ||||||
| Trident High Tor |
11,607 | 0 | 11,607 | 0 | 11,607 | 0.3 | % | ||||||
| American Opportunity Trust |
200,000 | 0 | 200,000 | 0 | 200,000 | 4.8 | % |
* Based on 4,165,963 shares of Common Stock, $.001 par value, outstanding as of August 7, 2006, which is based on information reported in the Company’s 10-Q, for the fiscal quarter ended June 30, 2006.
+ Consists of shares of Common Stock held by Trident North Atlantic, Trident Holdings, Trident High Tor and American Opportunity Trust.
(c) Since the last filing, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table:
| Meadow Valley Corporation |
Trades Since the Last Filing | |||||||
| Filing Party |
Date |
No. of Shares |
Price (US$) |
Broker | ||||
| Trident Holdings |
8/24/06 | 318 | 9.43 | Stifel | ||||
| Trident Holdings |
8/30/06 | 129 | 10.00 | Stifel | ||||
| Trident Holdings |
8/31/06 | 73 | 10.00 | Stifel | ||||
| Trident Holdings |
9/1/06 | 5 | 10.00 | Stifel | ||||
| Trident Holdings |
9/5/06 | 4,713 | 10.00 | Stifel | ||||
| Trident Holdings |
9/6/06 | 443 | 10.00 | Stifel | ||||
Page 11 of 23
| Meadow Valley Corporation |
Trades Since the Last Filing | |||||||
| Filing Party |
Date |
No. of Shares |
Price (US$) |
Broker | ||||
| Trident Holdings |
9/7/06 | 2,385 | 10.00 | Stifel | ||||
| Trident Holdings |
9/11/06 | 74 | 10.00 | Stifel | ||||
| Trident Holdings |
9/12/06 | 3,735 | 10.00 | Stifel | ||||
| Trident Holdings |
9/13/06 | 3,093 | 10.00 | Stifel | ||||
| Trident High Tor |
8/24/06 | 2,122 | 9.43 | Stifel | ||||
| Trident High Tor |
8/30/06 | 863 | 10.00 | Stifel | ||||
| Trident High Tor |
8/31/06 | 490 | 10.00 | Stifel | ||||
| Trident High Tor |
9/1/06 | 32 | 10.00 | Stifel | ||||
| Trident North Atlantic |
8/24/06 | 4,181 | 9.43 | Stifel | ||||
| Trident North Atlantic |
8/30/06 | 1,700 | 10.00 | Stifel | ||||
| Trident North Atlantic |
8/31/06 | 965 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/1/06 | 63 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/5/06 | 8,073 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/6/06 | 759 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/7/06 | 4,086 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/11/06 | 126 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/12/06 | 6,399 | 10.00 | Stifel | ||||
| Trident North Atlantic |
9/13/06 | 5,297 | 10.00 | Stifel | ||||
All of the above transactions were effected on the open market and were purchases.
(d) No person other than the Filing Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
North Atlantic Value is the investment manager and/or investment adviser to each of Trident North Atlantic, Trident Holdings, Trident High Tor and American Opportunity Trust, and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard Mills is the chief executive of American Opportunity Trust, a director of Trident North Atlantic and a member and the chief investment officer of North Atlantic Value.
Item 7. Material to be Filed as Exhibits.
None.
Page 12 of 23
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: September 15, 2006
| NORTH ATLANTIC VALUE LLP | ||
| By: | /S/ NICK PITT-LEWIS | |
| Name: Nick Pitt-Lewis Title: Compliance Officer Executed on behalf of the Filing Parties pursuant to the Joint Filing Agreement, previously filed. | ||
Page 13 of 23
Schedule A
Information Concerning Directors and Executive Officers of the Filing Parties
The following table sets forth certain information concerning each of the members and partners of North Atlantic Value LLP as of the date hereof.
| Designated | Members: |
| Name: | J O Hambro Capital Management Group Limited (Designated Member) | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Name: | J O Hambro Capital Management Limited (Designated Member) | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Members: | ||
| Name: | Christopher Harwood Bernard Mills (Chief Investment Officer) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Chief Executive, American Opportunity Trust Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP | |
| Name: | Nichola Pease (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Director and Chief Executive, J O Hambro Capital Management Limited Member, North Atlantic Value LLP | |
| Name: | Jeremy James Brade (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP | |
| Name: | Faye Elizabeth Foster (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Member, North Atlantic Value LLP | |
| Name: | Charles Clifford Dominic Robert Groves (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Member, North Atlantic Value LLP | |
| Name: | Basil David Postan (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Director, J O Hambro Capital Management Limited Member, JOHCM Alternative Investments LLP Member, North Atlantic Value LLP | |
| Name: | Maarten Duncan Hemsley (Member) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Member, North Atlantic Value LLP |
The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc (“American Opportunity Trust”) as of the date hereof.
| Name: | R. Alexander Hammond-Chambers (Non Executive Chairman) | |
| Citizenship: | British | |
| Business Address: | 29 Rutland Square Edinburgh EH1 2BW Scotland | |
| Principal Occupation: | Non-Executive Chairman, American Opportunity Trust | |
| Name: | Christopher Harwood Bernard Mills (Chief Executive) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Chief Executive, American Opportunity Trust Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP | |
| Name: | John W. Gildea (Director) | |
| Citizenship: | USA | |
| Business Address: | Gildea Management Company P.O. Box 938 New Canaan, Connecticut 06840 USA | |
| Principal Occupation: | President, Gildea Management Company | |
| Name: | The Hon. James J. Nelson (Director) | |
| Citizenship: | British | |
| Business Address: | Ground Floor Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Non Executive Partner, Graphite Capital Management LLP Non Executive Chairman, PIFC Group Limited | |
| Name: | Iain W. P. Tulloch (Non Executive Director) | |
| Citizenship: | British | |
| Business Address: | Ground Floor Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Retired, formerly investment management | |
| Name: | Philip R. Ehrmann (Non Executive Director) | |
| Citizenship: | British | |
| Business Address: | Ground Floor Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Investment Management | |
The following table sets forth certain information concerning each of the directors and executive officers of The Trident North Atlantic Fund (“Trident North Atlantic”) as of the date hereof.
| Name: | Basil David Postan (Director) | |
| Citizenship: | British | |
| Business Address: | Ground Floor Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Director, J O Hambro Capital Management Limited | |
| Member, JOHCM Alternative Investments LLP Member, North Atlantic Value LLP | ||
| Name: | Christopher Harwood Bernard Mills (Director) | |
| Citizenship: | British | |
| Business Address: | Ryder Court 14 Ryder Street London SW1Y 6QB England | |
| Principal Occupation: | Chief Executive, American Opportunity Trust Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP | |
| Name: | David Sargison (Director) | |
| Citizenship: | British | |
| Business Address: | Ironshore Corporate Services Limited Box 1234 GT Queensgate House South Church Street Grand Cayman, Cayman Islands | |
| Principal Occupation: | Managing Director, Ironshore Corporate Services Limited | |
| Name: | John W. Gildea (Director) | |
| Citizenship: | USA | |
| Business Address: | Gildea Management Company P.O. Box 938 New Canaan, Connecticut 06840 USA | |
| Principal Occupation: | President, Gildea Management Company |
The following table sets forth certain information concerning each of the directors and executive officers of Trident Holdings (“Trident Holdings”) as of the date hereof.
| Name: | Integra Limited (Corporate Director) | |
| Citizenship: | Cayman Islands | |
| Business Address: | Integra Limited P.O. Box 1350 The Huntlaw Building Fort Street George Town, Grand Cayman Cayman Islands | |
| Principal Occupation: | Corporation |
The following table sets forth certain information concerning each of the directors and executive officers of High Tor Limited (“Trident High Tor”) as of the date hereof.
| Name: | Paul R. Sandford (Director) | |
| Citizenship: | Canadian | |
| Business Address: | High Tor Limited P.O. Box N-4857 Unit No. 2 Cable Beach Court West Bay Street Nassau, The Bahamas | |
| Principal Occupation: | Director, High Tor Limited | |
| Name: | Donald W. Tomlinson (Director) | |
| Citizenship: | Canadian | |
| Business Address: | High Tor Limited P.O. Box N-4857 Unit No. 2 Cable Beach Court West Bay Street Nassau, The Bahamas | |
| Principal Occupation: | Director, High Tor Limited | |
Exhibit Index
The following documents are filed herewith or incorporated herein by reference:
| Exhibit | Page | |
| (99.1) Joint Filing Agreement dated as of August 22, 2006 among the Filing Parties. | Previously filed. | |