form13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED
PURSUANT TO §240.13d-2(a)
(Amendment
No. )*
A.C.
Moore Arts & Crafts, Inc.
-------------------------------------------------------------------------------
(Name of
Issuer)
Common
Stock, no par value
-------------------------------------------------------------------------------
(Title of
Class of Securities)
00086T103
----------------------------------------
(CUSIP
Number)
Glenhill
Advisors, LLC
598
Madison Avenue
12th
Floor
New York,
New York 10022
Tel.
(646) 432-0600
with a
copy to:
Stephen
P. Wink, Esq.
Cahill/Wink
LLP
5 Penn
Plaza
23rd
Floor
New York,
NY 10001
(646)
378-2105
-------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May 27,
2009
-------------------------------------------------------------------------------
(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. [X]
CUSIP
No. 00086T103
|
13D
|
Page
2 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS: Glenhill Advisors, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS: WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
6,000,000
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
6,000,000
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 6,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.3%
|
14
|
TYPE
OF REPORTING PERSON: IA, HC
|
|
CUSIP
No. 00086T103
|
13D
|
Page
3 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS: Glenn J. Krevlin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS: WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
6,000,000
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
6,000,000
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 6,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.3%
|
14
|
TYPE
OF REPORTING PERSON: IN, HC
|
|
CUSIP
No. 00086T103
|
13D
|
Page
4 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS: Glenhill Capital Management,
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS: WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
6,000,000
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
6,000,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 6,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.3%
|
14
|
TYPE
OF REPORTING PERSON: IA, HC
|
|
CUSIP
No. 00086T103
|
13D
|
Page
5 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS: Glenhill Capital LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS: WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
2,922,329
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
2,922,329
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 2,922,329
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.9%
|
14
|
TYPE
OF REPORTING PERSON: PN
|
|
CUSIP
No. 00086T103
|
13D
|
Page
6 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS: Glenhill Capital Overseas Master Fund,
LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS: WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Cayman
Islands
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
2,757,559
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
2,757,559
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 2,757,559
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2%
|
14
|
TYPE
OF REPORTING PERSON: PN
|
|
Item
1.
|
Security
and Issuer.
|
The class
of equity to which this Statement relates is the common stock, no par value (the
“Common Stock”), of A.C. Moore Arts & Crafts, Inc. (the “Company”), a
corporation organized under the laws of the state of Pennsylvania, which has its
principal offices at 130 A.C. Moore Drive, Berlin, NJ 08009.
Item
2.
|
Identity
and Background.
|
|
The names
of the persons filing this statement are Glenhill Advisors, LLC, a Delaware
limited liability company, Glenn J. Krevlin, a citizen of the United States,
Glenhill Capital Management, LLC, a Delaware limited liability company, Glenhill
Capital LP, a Delaware limited partnership, and Glenhill Capital Overseas Master
Fund LP, a Cayman Islands Exempted Limited Partnership (each, a “Reporting
Person”).
Glenhill
Advisors, LLC and Glenhill Capital Management, LLC are engaged in the business
of investment management, and Glenhill Capital LP and Glenhill Capital Overseas
Master Fund LP are engaged in the investment and trading of a variety of
securities and financial instruments. Glenn J. Krevlin is the managing member
and control person of Glenhill Advisors, LLC. Glenhill Advisors, LLC
is the managing member of Glenhill Capital Management, LLC. Glenhill
Capital Management, LLC is the general partner and investment advisor of
Glenhill Capital LP, a security holder of the Company, managing member of
Glenhill Concentrated Long Master Fund, LLC, a security holder of the Company,
and sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill
Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master
Fund LP, a security holder of the Company. In addition, Glenhill
Special Opportunities Master Fund LLC, a security holder of the Company, is a
subsidiary of Glenhill Capital LP and Glenhill Capital Overseas Master Fund
LP.
The
address of the principal business and principal office of each of the Reporting
Persons and the other entities mentioned in the previous paragraph is 598
Madison Avenue, 12th Floor, New York, New York 10022.
During
the last five years, none of the Reporting Persons nor the other entities
mentioned in this Item 2 have been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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 and Other Consideration.
|
The
Reporting Persons acquired the 6,000,000 shares of Common Stock to which this
Statement relates with investment capital held by the entities listed below as
follows:
(a) Glenhill
Capital LP acquired 682,329 shares of Common Stock on the open market between
November 21, 2006 and March 26, 2009 for a total consideration of
$3,905,632. On May 27, 2009, Glenhill Capital LP acquired 2,240,000
shares of Common Stock through a $10 million private placement entered into by
the Company and Glenhill Special Opportunities Master Fund LLC, a subsidiary of
Glenhill Capital LP, resulting in net holdings by Glenhill Capital LP of
2,922,329 shares of Common Stock.
(b) Glenhill
Capital Overseas Master Fund LP, acquired 997,559 shares of Common Stock on the
open market between November 21, 2006 and March 5, 2009 for a total
consideration of $4,612,249. On May 27, 2009, Glenhill Capital
Overseas Master Fund LP acquired 1,760,000 shares of Common Stock through a $10
million private placement entered into by the Company and Glenhill Special
Opportunities Master Fund LLC, a subsidiary of Glenhill Capital Overseas Master
Fund LP, resulting in net holdings by Glenhill Capital Overseas Master Fund LP
of 2,757,559 shares of Common Stock.
(c) Glenhill
Concentrated Long Master Fund LLC acquired 320,112 shares of Common Stock on the
open market between April 16, 2009 and April 27, 2009 for a total consideration
of $875,610.22, resulting in net holdings by Glenhill Concentrated Long Master
Fund LLC of 320,112 shares of Common Stock.
The above
amounts of total consideration include any commissions incurred in making of the
investments. The source of these funds was the investment capital of
the Reporting Persons, which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business.
Item
4.
|
Purpose
of Transaction.
|
All of the shares of Common Stock reported herein were acquired for investment
purposes, and were originally acquired without the purpose or effect of changing
or influencing control of the Company. The Reporting Persons review on a
continuing basis the investment in the Company. Based on such review and
depending on the price and availability of the Company's securities, the
Reporting Persons may acquire, or cause to be acquired, additional securities of
the Company, in the open market or otherwise, dispose of, or cause to be
disposed of, securities of the Company, in the open market or otherwise, at any
time, or formulate other purposes, plans or proposals regarding the Company or
any of its securities, to the extent deemed advisable in light of general
investment and policies of the Reporting Persons, the Company's business,
financial condition and operating results, general market and industry
conditions or other factors.
As part of the ongoing evaluation of this investment and investment
alternatives, the Reporting Persons and their affiliates may consider any or all
of the following: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter or bylaws or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.
In
addition, from time to time, the Reporting Persons and their affiliates may hold
discussions with the Company regarding the matters described in subparagraphs
(a) through (j) above.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) As
of the close of business on May 27, 2009, Glenn J. Krevlin, Glenhill Advisors,
LLC, and Glenhill Capital Management, LLC were the beneficial owners of
6,000,000 shares of Common Stock, which constitute in the aggregate 24.3% of the
outstanding shares of Common Stock of the Company based on 24,647,000 shares of
Common Stock outstanding, which includes the 20,647,163 shares of Common Stock
outstanding as reported on Form 10-Q for the quarterly period ending April 4,
2009 filed by the Company and the 4,000,000 shares of Common Stock issued to the
Reporting Persons as reported in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on May 27,
2009.
As
of the close of business on May 27, 2009, Glenhill Capital LP was the beneficial
owner of 2,922,329 shares of Common Stock, which constitute in the aggregate
11.9% of the outstanding shares of Common Stock of the Company based on
24,647,000 shares of Common Stock outstanding, which includes the 20,647,163
shares of Common Stock outstanding as reported on Form 10-Q for the quarterly
period ending April 4, 2009 filed by the Company and the 4,000,000 shares of
Common Stock issued to the Reporting Persons as reported in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission on
May 27, 2009.
As
of the close of business on May 27, 2009, Glenhill Capital Overseas Master Fund
LP was the beneficial owner of 2,757,559 shares of Common Stock, which
constitute in the aggregate 11.2% of the outstanding shares of Common Stock of
the Company based on 24,647,000 shares of Common Stock outstanding, which
includes the 20,647,163 shares of Common Stock outstanding as reported on Form
10-Q for the quarterly period ending April 4, 2009 filed by the Company and the
4,000,000 shares of Common Stock issued to the Reporting Persons as reported in
the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on May 27, 2009.
As
of the close of business on May 27, 2009, Glenhill Concentrated Long Master
Fund, LLC was the beneficial owner of 320,112 shares of Common Stock, which
constitute in the aggregate less than 5% of the outstanding shares of Common
Stock of the Company based on 24,647,000 shares of Common Stock outstanding,
which includes the 20,647,163 shares of Common Stock outstanding as reported on
Form 10-Q for the quarterly period ending April 4, 2009 filed by the Company and
the 4,000,000 shares of Common Stock issued to the Reporting Persons as reported
in the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on May 27, 2009.
(b) Each
of Glenn J. Krevlin and Glenhill Advisors, LLC has the sole power to vote,
direct the voting of, dispose of and direct the disposition of the Common Stock
owned by it as described in Item 5(a) above.
Each
of Glenhill Capital Management, LLC, Glenhill Capital LP, Glenhill Capital
Overseas Master Fund LP and Glenhill Concentrated Long Master Fund,
LLC has shared power to vote, direct the vote of, dispose of and
direct the disposition of the Common Stock owned by it as described in Item 5(a)
above. Such power is shared with Glenhill Advisors, LLC and Glenn J.
Krevlin.
(c) Transactions
in the Common Stock by the Reporting Persons effected in the last 60 days are as
set forth in the table below. All such trades were made in open
market transactions except for the last two trades in which Glenhill Capital LP
and Glenhill Capital Overseas Master Fund LP collectively acquired 4,000,000
through a private placement with the Company for which the Common Stock was
priced at $2.50; the private placement is more fully described in the Current
Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on May 27, 2009.
Entity
|
Trade
Date
|
Activity
|
Quantity
|
Average
Price
|
Glenhill
Capital Overseas Master Fund LP
|
04/03/09
|
SELL
|
(1,900)
|
2.07
|
Glenhill
Capital Overseas Master Fund LP
|
04/03/09
|
SELL
|
(31,669)
|
2.06
|
Glenhill
Capital Overseas Master Fund LP
|
04/03/09
|
SELL
|
(1,612)
|
2.07
|
Glenhill
Capital Overseas Master Fund LP
|
04/03/09
|
SELL
|
(17,601)
|
2.06
|
Glenhill
Capital Overseas Master Fund LP
|
04/03/09
|
SELL
|
(10,430)
|
2.06
|
Glenhill
Capital Overseas Master Fund LP
|
04/06/09
|
SELL
|
(4,400)
|
2.15
|
Glenhill
Capital Overseas Master Fund LP
|
04/07/09
|
SELL
|
(478)
|
2.07
|
Glenhill
Capital Overseas Master Fund LP
|
04/07/09
|
SELL
|
(3,922)
|
2.07
|
Glenhill
Capital Overseas Master Fund LP
|
04/08/09
|
SELL
|
(4,400)
|
2.08
|
Glenhill
Capital Overseas Master Fund LP
|
04/09/09
|
SELL
|
(100)
|
2.19
|
Glenhill
Concentrated Long Master Fund LLC
|
04/16/09
|
BUY
|
22,956
|
2.44
|
Glenhill
Concentrated Long Master Fund LLC
|
04/17/09
|
BUY
|
44,400
|
2.66
|
Glenhill
Concentrated Long Master Fund LLC
|
04/20/09
|
BUY
|
25,000
|
2.33
|
Glenhill
Concentrated Long Master Fund LLC
|
04/20/09
|
BUY
|
75,000
|
2.52
|
Glenhill
Concentrated Long Master Fund LLC
|
04/22/09
|
BUY
|
1,300
|
2.64
|
Glenhill
Concentrated Long Master Fund LLC
|
04/22/09
|
BUY
|
6,344
|
2.77
|
Glenhill
Concentrated Long Master Fund LLC
|
04/23/09
|
BUY
|
10,000
|
2.91
|
Glenhill
Concentrated Long Master Fund LLC
|
04/23/09
|
BUY
|
11,560
|
2.85
|
Glenhill
Concentrated Long Master Fund LLC
|
04/23/09
|
BUY
|
2,500
|
2.87
|
Glenhill
Concentrated Long Master Fund LLC
|
04/24/09
|
BUY
|
10,000
|
3.08
|
Glenhill
Concentrated Long Master Fund LLC
|
04/24/09
|
BUY
|
15,841
|
3.20
|
Glenhill
Concentrated Long Master Fund LLC
|
04/24/09
|
BUY
|
99
|
3.28
|
Glenhill
Concentrated Long Master Fund LLC
|
04/27/09
|
BUY
|
45,000
|
3.03
|
Glenhill
Concentrated Long Master Fund LLC
|
04/27/09
|
BUY
|
50,112
|
2.91
|
Glenhill
Capital LP
|
05/27/09
|
BUY
|
2,240,000
|
2.50
|
Glenhill
Capital Overseas Master Fund LP
|
05/27/09
|
BUY
|
1,760,000
|
2.50
|
(d) The
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock owned by
them.
(e) Not
applicable.
Item
6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
|
Except as set forth in this Statement,
to the best knowledge of the Reporting Persons there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item
7.
|
Material to be Filed as Exhibits.
|
99.1 Joint
Filing Agreement
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.
DATE: June
8, 2009
|
|
|
|
|
GLENHILL
ADVISORS, LLC
|
|
|
|
By:
/s/ GLENN J. KREVLIN
|
|
Name: Glenn
J. Krevlin
|
|
Title: Managing
Member
|
|
|
|
|
|
/s/
GLENN J.
KREVLIN
|
|
|
|
Name: Glenn
J. Krevlin
|
|
|
|
|
|
GLENHILL
CAPITAL MANAGEMENT, LLC
|
|
|
|
By: GLENHILL
ADVISORS, LLC
|
|
Managing
Member
|
|
|
|
By:
/s/ GLENN J. KREVLIN
|
|
Name: Glenn
J. Krevlin
|
|
Title: Managing
Member
|
|
|
|
|
|
GLENHILL
CAPITAL LP
|
|
|
|
By: GLENHILL
CAPITAL MANAGEMENT, LLC
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General
Partner
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By: GLENHILL
ADVISORS, LLC
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Managing
Member
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By:
/s/ GLENN J. KREVLIN
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Name: Glenn
J. Krevlin
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Title: Managing
Member
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GLENHILL
CAPITAL OVERSEAS MASTER FUND LP
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By: GLENHILL
CAPITAL OVERSEAS GP, LTD
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General
Partner
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By: GLENHILL
CAPITAL MANAGEMENT, LLC
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Sole
Shareholder
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By: GLENHILL
ADVISORS, LLC
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Managing
Member
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By:
/s/ GLENN J. KREVLIN
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Name: Glenn
J. Krevlin
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Title: Managing
Member
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