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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HealthSouth Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
421924 10 1
(CUSIP Number)
East Peak Partners, L.P.
One Market, Spear St. Tower, Suite 3780
San Francisco, CA 94105
(415) 675-3200
with a copy to:
Phillip Gordon
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, IL 60603-5559
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 2008
(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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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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).
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CUSIP No. |
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421924 10 1 |
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Page |
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2 |
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of |
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14 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
East Peak Partners, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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California
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,800,000 (see Item 5) |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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SHARED DISPOSITIVE POWER |
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3,800,000 (see Item 5) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,800,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.81% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP No. |
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421924 10 1 |
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Page |
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3 |
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of |
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14 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JGE Capital Management, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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California
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,800,000 (see Item 5) |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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SHARED DISPOSITIVE POWER |
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3,860,000 (see Item 5) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,860,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.88% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP No. |
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421924 10 1 |
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Page |
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4 |
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14 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey G. Edwards |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC, PF, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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10,000 (see Item 5) |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,822,200 (see Item 5) |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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40,300 (see Item 5) |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,860,000 (see Item 5) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,900,300 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.93% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
TABLE OF CONTENTS
Item 1. Security and Issuer.
The class of securities to which this statement relates is the common stock, par value $0.01
per share (the “Common Stock”) of HealthSouth Corporation (the “Issuer”), a Delaware corporation
whose principal place of business and executive offices are located at One HealthSouth Parkway,
Birmingham, AL 35243.
Item 2. Identity and Background.
(a) This statement is being filed by the following persons: East Peak Partners, L.P., a
California limited partnership (“East Peak”), JGE Capital Management, LLC, a California limited
liability company (“JGE Capital”) and Jeffrey G. Edwards (“Edwards”) (collectively, the “Reporting
Persons”) pursuant to Rule 13d1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the “Act”). The sole general partner of
East Peak is JGE Capital. The President of JGE Capital is Mr. Edwards. The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a “group” within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
(b) - (c)
East Peak
East Peak is a California limited partnership, the principal business of which is the
purchase, sale, exchange, acquisition and holding of investment securities. The principal business
address of East Peak, which also serves as its principal office, is One Market, Spear St. Tower,
Suite 3780, San Francisco, California 94105. Pursuant to Instruction C to Schedule 13D of the Act,
certain information with respect to JGE Capital, the sole general partner of East Peak, is set
forth below.
JGE Capital
JGE Capital is a California limited liability company, the principal business of which is
serving as the sole general partner of East Peak. The principal business address of JGE Capital,
which also serves as its principal office, is One Market, Spear St. Tower, Suite 3780,
San Francisco, California 94105. There are no directors of JGE Capital. The executive officers of
JGE Capital are:
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| Name |
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Title |
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Principal Occupation |
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Jeffrey G. Edwards
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President (sole controlling person)
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Same |
Cheryl M. Thompson
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Chief Operating Officer
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Same |
Douglas K. Edwards
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Chief Financial Officer
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Same |
The business address for all officers of JGE Capital is One Market, Spear St. Tower, Suite 3780,
San Francisco, California 94105. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to Mr. Edwards, the President and sole controlling person of JGE Capital,
is set forth below.
Page 5 of
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Edwards
Mr. Edwards’ business address is One Market, Spear St. Tower, Suite 3780, San Francisco,
California 94105. His present principal occupation is serving as the President of JGE Capital.
The principal business of JGE Capital is serving as the sole general partner of East Peak. The
principal address of JGE Capital, which also serves as its principal office, is One Market, Spear
St. Tower, Suite 3780, San Francisco, California 94105. Mr. Edwards is the sole controlling person
of JGE Capital, the sole general partner of East Peak.
(d) and (e)
None of the Reporting Persons nor any other person named in this Item 2 has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
(f) All of the natural persons identified in this Item 2 are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the Reporting Persons to purchase
shares of the Issuer’s Common Stock (the “Shares”) are as follows:
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No. of Shares |
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Source of Funds |
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Amount of Funds |
East Peak |
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3,800,000 |
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Working Capital |
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$77,278,837 |
JGE Capital |
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60,000 |
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Other |
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$1,197,000 |
Edwards |
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40,300 |
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Personal Funds |
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$766,365 |
As used herein, the term “Working Capital” includes income from the business operations of the
entity and funds committed to the entity plus sums borrowed from banks and brokerage firm margin
accounts to operate such business in general. None of the funds reported herein were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Shares.
Item 4. Purpose of Transaction.
This Amendment No. 1 to Schedule 13D incorporates by reference the information provided under
Item 4 to Schedule 13D filed by the Reporting Persons on August 9, 2007.
Page 6 of 14
Item 5. Interest in Securities of the Issuer.
(a) Percentage interest calculations for each of the Reporting Persons are based on the Issuer
having 79,083,422 shares of Common Stock outstanding as of April 30, 2008, as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 7, 2008.
(b) East Peak. The aggregate number of Shares that East Peak owns beneficially
pursuant to Rule 13d-3 of the Act, is 3,800,000 Shares, which constitutes approximately 4.81% of
the outstanding shares of Common Stock. East Peak, JGE Capital and Mr. Edwards share the power to vote or
to direct the vote and to dispose or to direct the disposition of such Shares.
JGE Capital. Because of its position as the sole general partner of East Peak, JGE
Capital may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of the 3,800,000
Shares beneficially held by East Peak. In addition, JGE Capital manages certain individual
accounts not associated with East Peak (the “Other Managed Accounts” as identified on Schedule I)
holding an aggregate of 60,000 Shares. Therefore, JGE Capital may be deemed to be the beneficial
owner of an aggregate of 3,860,000 Shares, which constitutes approximately 4.88% of the outstanding
shares of Common Stock. East Peak, JGE Capital and Mr. Edwards share the power to vote or to direct the
vote and to dispose or to direct the disposition of the 3,800,000 Shares held by East Peak. JGE
Capital and Mr. Edwards share the power to dispose or to direct the disposition of the 60,000 Shares held
in the Other Managed Accounts but do not have the power to vote or to direct the vote of such
Shares.
Edwards. Because of his position as the control person of JGE Capital, Mr. Edwards
may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of the 3,860,000 Shares
beneficially owned by JGE Capital. In addition, Mr. Edwards manages certain accounts for members
of his immediate family and other family members (the “Edwards Family Accounts” as identified on
Schedule I) holding an aggregate of 40,300 Shares. Therefore, Mr. Edwards may be deemed to be the
beneficial owner of an aggregate of 3,900,300 Shares, which constitutes approximately 4.93% of the
outstanding shares of Common Stock. East Peak, JGE Capital and Mr. Edwards share the power to vote or to
direct the vote and to dispose or to direct the disposition of the 3,800,000 Shares held by East
Peak. JGE Capital and Mr. Edwards share the power to dispose or to direct the disposition of the 60,000
Shares held in the Other Managed Accounts but do not have the power to vote or to direct the vote
of such Shares. Mr. Edwards has the sole power to dispose or to direct the disposition of the 40,300
Shares held in the Edwards Managed Accounts; he has the sole power to vote or to direct the vote of
10,000 Shares held in the Edwards Managed Accounts and has shared power to vote or to direct the
vote of 22,200 Shares held in the Edwards Managed Accounts but does not have the power to vote or
to direct the vote of the remaining 8,100 of such Shares.
(c) During the period beginning sixty (60) days prior to June 5, 2008 and ending on the date
of this filing, the Reporting Persons sold shares of Common Stock in open market transactions on
the New York Stock Exchange as set forth in Schedule II attached hereto.
Except as set forth in this paragraph (c), to the best of the knowledge of each of the
Reporting Persons, none of the persons named in response to this Item 5 has effected any
transaction in shares of the Common Stock during the period beginning sixty (60) days prior to June
5, 2008 and ending on the date hereof.
(d) Each of the Reporting Persons affirms that no person other than such Reporting Person has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
Page 7 of
14
sale of, the shares owned by such Reporting Person except that the persons who have pecuniary
interest in the Other Managed Accounts and the Edwards Family Accounts are entitled to receive
dividends from, or the proceeds from the sale of, the shares held in such accounts.
(e) Each of the Reporting Persons ceased to be an owner of more than five percent (5%) of the
outstanding shares of Common Stock on June 5, 2008.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith, there are no other contracts,
arrangements, understandings or relationships of the type required to be disclosed in response to
Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
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Document Description |
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24
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Power of Attorney |
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99.1
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Agreement Pursuant to Rule 13d-1(k)(1)(iii) |
Page 8 of
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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: June 10, 2008
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EAST PEAK PARTNERS, L.P.
By: JGE CAPITAL MANAGEMENT, LLC
Its: General Partner |
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By: |
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/s/ Douglas K. Edwards |
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Douglas K. Edwards, Chief Financial Officer |
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JGE CAPITAL MANAGEMENT, LLC |
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By: |
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/s/ Douglas K. Edwards |
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Douglas K. Edwards, Chief Financial Officer |
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JEFFREY G. EDWARDS |
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By: |
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/s/ Douglas K. Edwards |
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Douglas K. Edwards, Attorney-in-Fact for |
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Jeffrey G. Edwards |
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Page 9 of 14
SCHEDULE I TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
Other Managed Accounts
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| Holder |
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Number of Shares |
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David A. Duffield Trust |
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20,000 |
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Nevada Pacific Development |
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40,000 |
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60,000 |
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Edwards Family Accounts
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| Holder |
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Number of Shares |
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Edwards Family Trust |
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20,000 |
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Edwards, Jeffrey Charles |
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500 |
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Edwards, Jeffrey G. – IRA |
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10,000 |
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Edwards, Griffin Glynn |
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900 |
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Edwards, Victoria J. – IRA |
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800 |
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Edwards Non-Exempt Marital Trust |
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3,000 |
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Edwards, Judith Griffin Revocable Trust |
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4,000 |
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Edwards, Gene M. Trust |
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200 |
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Edwards, Judith Griffin — IRA |
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800 |
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Dagley, Johnson Carlton |
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100 |
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40,300 |
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Page 10 of 14
SCHEDULE II TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
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Date of |
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Number |
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Price Per |
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Total |
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Where/How |
| Reporting Person |
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Transaction |
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Type |
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of Shares |
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Share |
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Proceeds |
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Transaction Effected |
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East Peak Partners, L.P. |
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5/21/2008 |
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Sold |
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1,400 |
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$ |
19.16 |
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$ |
26,821.61 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/21/2008 |
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Sold |
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18,600 |
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$ |
19.16 |
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$ |
356,344.23 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/21/2008 |
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Sold |
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200 |
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$ |
19.16 |
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$ |
3,831.66 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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5,000 |
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$ |
19.25 |
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$ |
96,244.96 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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14,100 |
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$ |
19.25 |
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$ |
271,410.79 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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20,880 |
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$ |
19.25 |
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$ |
401,918.95 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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9,800 |
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$ |
19.25 |
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$ |
188,640.12 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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24,000 |
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$ |
19.25 |
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$ |
461,975.81 |
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Open Market/Broker |
East Peak Partners, L.P. |
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5/22/2008 |
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Sold |
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1,000 |
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$ |
19.25 |
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|
$ |
19,248.99 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/22/2008 |
|
|
Sold |
|
|
10,000 |
|
|
$ |
19.25 |
|
|
$ |
192,489.92 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/22/2008 |
|
|
Sold |
|
|
30,000 |
|
|
$ |
19.25 |
|
|
$ |
577,469.75 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/22/2008 |
|
|
Sold |
|
|
10,220 |
|
|
$ |
19.25 |
|
|
$ |
196,724.70 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/23/2008 |
|
|
Sold |
|
|
920 |
|
|
$ |
19.09 |
|
|
$ |
17,566.66 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/23/2008 |
|
|
Sold |
|
|
9,780 |
|
|
$ |
19.09 |
|
|
$ |
186,741.20 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/27/2008 |
|
|
Sold |
|
|
17,000 |
|
|
$ |
19.28 |
|
|
$ |
327,720.76 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/28/2008 |
|
|
Sold |
|
|
37,800 |
|
|
$ |
19.20 |
|
|
$ |
725,869.32 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/29/2008 |
|
|
Sold |
|
|
68,300 |
|
|
$ |
19.40 |
|
|
$ |
1,325,074.03 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/29/2008 |
|
|
Sold |
|
|
10,000 |
|
|
$ |
19.40 |
|
|
$ |
194,007.91 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
5/29/2008 |
|
|
Sold |
|
|
11,000 |
|
|
$ |
19.40 |
|
|
$ |
213,408.70 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
1,000 |
|
|
$ |
19.27 |
|
|
$ |
19,273.99 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
5,000 |
|
|
$ |
19.27 |
|
|
$ |
96,369.96 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
5,320 |
|
|
$ |
19.27 |
|
|
$ |
102,537.64 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
9,000 |
|
|
$ |
19.27 |
|
|
$ |
173,465.93 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
10,000 |
|
|
$ |
19.27 |
|
|
$ |
192,739.92 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
10,000 |
|
|
$ |
19.27 |
|
|
$ |
192,739.91 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
39,680 |
|
|
$ |
19.27 |
|
|
$ |
764,791.99 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
2,000 |
|
|
$ |
19.27 |
|
|
$ |
38,547.98 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
9,000 |
|
|
$ |
19.27 |
|
|
$ |
173,465.93 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
6/5/2008 |
|
|
Sold |
|
|
9,000 |
|
|
$ |
19.27 |
|
|
$ |
173,465.93 |
|
|
Open Market/Broker |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,710,909.25 |
|
|
|
|
|
| |
3269965 Canada Inc. |
|
|
4/18/2008 |
|
|
Sold |
|
|
10,000 |
|
|
$ |
19.74 |
|
|
$ |
197,426.89 |
|
|
Open Market/Broker |
| |
Jeffrey Charles Edwards |
|
|
5/19/2008 |
|
|
Sold |
|
|
1,200 |
|
|
$ |
18.91 |
|
|
$ |
22,694.92 |
|
|
Open Market/Broker |
Page 11 of 14
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of
Cheryl M. Thompson and Douglas K. Edwards, signing singly, the undersigned’s true and lawful
attorney-in-fact to:
| |
(1) |
|
execute for and on behalf of the undersigned any or all of the following: |
| |
a. |
|
Forms 3, 4 and 5 (including amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder; |
| |
| |
b. |
|
Statements on Schedule 13D and/or Schedule 13G (including
amendments thereto) in accordance with Regulation 13D-G of the Securities
Exchange Act of 1934 and the rules and regulations thereunder; and |
| |
| |
c. |
|
Amendments to Form ID, Uniform Application for Access Codes
to File on Edgar, and/or other filings associated with the undersigned’s
access codes for filing on the Edgar filing system maintained by the United
States Securities and Exchange Commission (the “SEC”). |
| |
(2) |
|
do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5,
statements on Schedule 13D and/or Schedule 13G, or amendments to Form ID and timely
file such documents (including amendments thereto) with the SEC and any stock exchange
or similar authority; and |
| |
(3) |
|
take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, any of the undersigned’s responsibilities to comply with Section 16 and/or
Regulation 13D-G of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely on information
furnished orally or in writing by the undersigned to such attorney-in-fact. The
Page 12 of 14
undersigned also agrees to indemnify and hold harmless each such attorney-in-fact against any
losses, claims, damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the information provided by the
undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing
Forms 3, 4 or 5 (including amendments thereto), statements on Schedule 13D and/or Schedule 13G
(including amendments thereto), or amendments to Form ID and agrees to reimburse the Company and
such attorney-in-fact for any legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned
regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the
authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect until (a) revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a
new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a
later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 26th day of November, 2007.
| |
|
|
|
|
| |
|
|
| |
/s/ Jeffrey G. Edwards
|
|
| |
Jeffrey G. Edwards |
|
| |
|
|
| |
Page 13 of 14
EXHIBIT 99.1
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of
each of them in the capacities set forth herein below.
DATED: June 10, 2008
| |
|
|
|
|
|
|
| |
|
EAST PEAK PARTNERS, L.P.
By: JGE CAPITAL MANAGEMENT, LLC
Its: General Partner |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Douglas K. Edwards |
|
|
|
|
|
|
|
|
|
| |
|
Douglas K. Edwards, Chief Financial Officer |
|
|
|
|
|
|
|
|
|
| |
|
JGE CAPITAL MANAGEMENT, LLC |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Douglas K. Edwards |
|
|
|
|
|
|
|
|
|
| |
|
Douglas K. Edwards, Chief Financial Officer |
|
|
|
|
|
|
|
|
|
| |
|
JEFFREY G. EDWARDS |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Douglas K. Edwards |
|
|
|
|
|
|
|
|
|
| |
|
Douglas K. Edwards, Attorney-in-Fact for |
|
|
| |
|
Jeffrey G. Edwards |
|
|
Page 14 of 14