Schedule 13D_1
Post on: 26 Апрель, 2015 No Comment

This Amendment No. 1 to the Schedule 13D filed on April 9, 2004 (the “Schedule 13D”) supplements the Schedule 13D as set forth below. Capitalized terms used but not defined in this Amendment have the meanings given those terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration, Item 4. Purpose of the Transaction and Item 5. Interest in Securities of the Issuer
On November 2, 2004, Donald P. Brennan purchased 732,385 shares of Common Stock of the Issuer from the Brennan Family Trusts in a private purchase. The total purchase price for the shares was $4,827,500. The purchase price was determined by an independent appraiser and reflects the value of the shares to the Brennan Family Trusts taking into account restrictions on the ability of the Trusts to sell or transfer the shares. Mr. Brennan entered into the transaction for estate planning purposes and used his personal funds to complete the purchase.
On June 25, 2004, Donald P. Brennan purchased 3,550 shares of Common Stock of the Issuer from the Brennan Family Trusts in a private purchase. The purchase price was $10.93 per share. Mr. Brennan entered into the transaction for estate planning purposes and used his personal funds to complete the purchase.
During the period from April 9, 2004 to the date of this Amendment No. 1, certain employees of the Issuer who are parties to the Optionholder Voting Agreement acquired an aggregate of 38,250 shares of Common Stock of the Issuer pursuant to the exercise of options. Those 38,250 shares became subject to the Optionholder Voting Agreement. During that same period, 6000 shares of Common Stock of the Issuer subject to the Optionholder Voting Agreement were sold in the public market and released from the Optionholder Voting Agreement.
The Group Members have beneficial ownership in the aggregate of 8,440,757 shares of Common Stock, representing 66.9% of the 12,620,100 shares of Common Stock outstanding as of November 2, 2004.

John J. Brennan has beneficial ownership in the aggregate of 7,689,822 shares of Common Stock, representing 61% of the shares of Common Stock outstanding as of November 2, 2004. He has the sole power to dispose of 2,114,375 of such shares owned in his own name or which are subject to options issued in his own name (subject to the Shareholders’ Agreement) and the sole power to vote such shares as well as 123,550 shares held by certain employees of the Issuer that are subject to the Optionholder Voting Agreement. He shares the power to dispose of and vote 4,500,000 shares pursuant to the Voting Trust Agreement and 32,700 shares jointly held with his wife. In addition, he shares the power to vote 919,197 shares pursuant to the Voting Agreement.
Donald P. Brennan has beneficial ownership in the aggregate of 5,250,935 shares of Common Stock, representing 41.6% of the shares of Common Stock outstanding as of November 2, 2004. He has the sole power to dispose of and vote 750,935 of such shares owned in his own name or which are issuable upon the exercise of outstanding options (subject to the Shareholders’ Agreement). He shares power to dispose of and vote 4,500,000 of such shares pursuant to the Voting Trust Agreement.
Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, has beneficial ownership in the aggregate of 5,419,197 shares of Common Stock, representing 42.9% of the shares of Common Stock outstanding as of November 2, 2004. In her capacity as Trustee, she has the sole power to dispose of 919,197 of such shares (subject to the Shareholders’ Agreement), which are held by the Brennan Family Trusts, and shares the power to vote 4,500,000 of such shares pursuant to the Voting Trust Agreement and 919,197 shares pursuant to the Voting Agreement.