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MFP Partners, L.P. has the shared power to vote
8,535,000 shares (9.8%) of the common stock of the issuer
based on
87,171,915 shares of common stock, which includes 15,729,465 shares
outstanding pursuant to the issuer’s Proxy Statement
and 71,442,450 shares of common stock issued upon
the conversion of all of the Series A Preferred Stock, which occurred on
January 27, 2010. As the general partner of MFP Partners, L.P.,
MFP Investors LLC is deemed to own 8,535,000 shares (9.8%) of the common
stock of the issuer. On October 23, 2009, MFP Partners, L.P.
acquired 170,700 shares of Series A Preferred Stock, 8,782 shares of
Series B mandatorily convertible cumulative participating preferred stock,
no par value, of the issuer (the “Series B Preferred Stock”), an
immediately exercisable Class C Warrant to purchase 75,000 shares of
Series B Preferred Stock, and a Class D warrant exercisable, in the event
that the certain stockholder proposals shall not have been approved by
March 1, 2010, to purchase 27,787 shares of Series B Preferred Stock (in
each case, subject to customary anti-dilution adjustments). On
January 20, 2010, the issuer obtained the approval of its stockholders for
the stockholder proposals. As a result of the stockholder
proposals being approved, the Class D Warrant expired on January 20, 2010,
the 170,700 shares of Series A Preferred Stock automatically converted
into 8,535,000 shares of common stock on January 27, 2010 and the
non-voting Series B Preferred Stock is mandatorily convertible into common
stock but only if sold to unaffiliated third parties in a widely dispersed
offering. MFP Partners, L.P.’s Series B Preferred Stock, which
is not redeemable and will never be convertible in the hands of MFP
Partners, L.P., is convertible into an aggregate of 439,100 shares of
common stock (subject to customary anti-dilution
adjustments). The Reporting Persons do not have the right to
acquire beneficial ownership of additional shares of common stock within
sixty days by virtue of MFP Partners, L.P.’s ownership of the Series B
Preferred Stock and the Class C Warrant.
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