SEC Company Response from Cohen & Co Inc. (COHN) (CIK 0001270436) (COHN) — Jul 5, 2013
Cohen & Co Inc. (COHN) (CIK 0001270436)
Date: July 5, 2013 · CIK: 0001270436 · Accession: 0001193125-13-283894
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32026
Referenced dates: June 26, 2013
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Ms. Suzanne Hayes Re: Institutional Financial Markets, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 4, 2013 File No. 001-32026
Dear Ms. Hayes:
On behalf of Institutional Financial Markets, Inc. (the “Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 26, 2013 regarding the above-referenced Preliminary Proxy Statement, which was filed by the Company with the Commission on June 4, 2013. To assist your review of our responses to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained in the letter, together with our responses. Concurrent with the filing of this letter, the Company is filing a revised preliminary proxy statement via EDGAR. Capitalized terms used, but not defined, herein have the meanings assigned to such terms in the revised preliminary proxy statement.
General
1. Please revise to clearly mark the proxy statement as preliminary. See Exchange Act Rule 14a-6(e)(1).
Company Response:
The Company has revised the preliminary proxy statement to indicate that it is a “preliminary” copy.
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2. Please include pro forma financial information that shows the effects of the transactions or tell us why you believe such information is not required.
Company Response:
The Company does not believe that pro forma financial information is required to be included in its preliminary proxy statement because it believes that part (1) of Item 13(a) is applicable only in connection with the acquisition of business and is therefore inapplicable to the Company (as it is not engaging in any such transaction).
Part (1) of Item 13(a), in relevant part, reads:
“[The Company must furnish financial] statements meeting the requirements of Regulation S-X, including financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than pursuant to which action is to be taken as described in this proxy statement (A smaller reporting company may provide the information in Rules 8-04 and 8-05 of Regulation S-X (§§ 210.8-04 and 210.8-05 of this chapter) in lieu of the financial information required by Rule 3-05 and Article 11 of Regulation S-X).”
Because the Company is a smaller reporting company, the Company may, as set forth above, provide information in Rules 8-04 and 8-05 of Regulation S-X in lieu of providing the financial information required by Rule 3-05 and Article 11 of Regulation S-X.
Rule 8-05 of Regulation S-X requires the furnishing of pro forma information if financial statements of a business acquired or to be acquired are presented. The MP Buyer and the Cohen Buyer are seeking to make a cash investment in the Company for securities of the Company. No business is being acquired in connection with the transaction set forth in the proxy statement. Accordingly, the Company is not required to provide pro forma information in the proxy statement.
We note that Article 11 of Regulation S-X is significantly broader than Rule 8-05 and requires that a company provide pro forma information in various situations that are in addition to those where a business is being acquired. The Company therefore believes that the Commission deliberately determined that, in the context of transactions other than acquisitions of businesses, the production of pro forma financial information is not required of smaller reporting companies under Rule 8-05.
Lastly, the Company believes that, because the economic terms regarding the transaction are clearly disclosed in the preliminary proxy statement and we include our financial statements in the preliminary proxy statement, the utility of providing pro forma financial information would be immaterial to stockholders in their evaluation of the proposals set forth in the preliminary proxy statement.
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Other Information to Review Before Voting, page 3
3. Since information contained in your Form 10-K is incorporated by reference, delete the statements here and on page 69 that the 10-K does not constitute part of the proxy statement.
Company Response:
The Company has revised the preliminary proxy statement to remove the statements that the Form 10-K does not constitute part of the proxy statement.
Proposal Two- Approval of the Issuance of Shares of Common Stock in Connection with the Securities Purchase Agreements, page 9
4. Please provide us with your analysis regarding whether the issuances of common stock in connection with the Securities Purchase Agreements constitute separate matters under Rule 14a-4(a)(3). Your response should address the fact that Cohen Bros. Financial, LLC is a related person.
Company Response:
The Company has considered Rule 14a-4(a)(3) under the Securities Exchange Act of 1934, as amended, and guidance issued by the Staff with respect thereto and respectfully submits that Proposal Two does not contain “separate matters” required to be presented in separate proposals.
Rule 14a-4(a)(3) requires that the form of proxy “[s]hall identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the registrant or by security holders.” The purpose of Rule 14a-4(a)(3), as expressed in Exchange Act Release No. 31326 (October 16, 1992), is to permit stockholders to communicate their views on each of the matters put to a vote, and to not be compelled to approve parts of packaged matters they might not approve if presented independently.
The Company believes that the unbundling requirements of Rule 14a-4(a)(3) are inapplicable to the Company because the elements of the Issuance are inextricably linked components of one unitary matter: the raising of additional capital pursuant to a single financing transaction.
In addition, as we disclosed in the “Background of the Transaction” section of Proposal Two of the preliminary proxy statement, the NYSE MKT views the transaction contemplated by the Securities Purchase Agreements as representing a single financing transaction for purposes of the NYSE MKT rules. This fact was confirmed by the NYSE MKT’s staff via email on April 26, 2013.
Section 713(a) of the NYSE MKT Company Guide requires stockholder approval to list additional shares that are issued in connection with a transaction involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into common stock) representing 20% or more of such issuer’s presently outstanding stock for less than the greater of book or market value of the stock. Indeed, if the transaction was treated as consisting of separate
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matters, then the Company would not be required to seek stockholder approval for the issuance of Common Stock to the Cohen Buyer because such issuance would not represent an issuance of 20% or more of the Company’s presently outstanding stock.1 Thus, if each of the issuance to Mead Park and the issuance to the Cohen Buyer were treated as separate matters, then the Company would be entitled to omit this portion of the Issuance from the preliminary proxy statement, as it would not be required to seek stockholder approval with regard to this matter.
We note that, in contrast to the NYSE and Nasdaq, the NYSE MKT rules do not require stockholder approval in connection with the issuance of common stock (or of securities convertible into or exercisable for common stock) to related parties. Consequently, Section 713(a) of the NYSE MKT Company Guide constitutes the sole requirement with respect to the Company’s obligation to obtain stockholder approval of the transaction.
Finally, the Company believes that unbundling Proposal Two and presenting the components of the Issuance as separate proposals would potentially confuse stockholders by suggesting that it is possible for one portion of the Issuance to be implemented without implementing the others, irrespective of whether disclosure states that each proposal would be conditioned on the approval of the others.
Based on the above, the Company believes that the individual components of Proposal Two cannot be considered or viewed in isolation, and the Company respectfully submits that stockholders should instead consider the Proposal in its entirety.
5. We note that certain agreements the Company entered into in connection with the transactions contemplated by the Securities Purchase Agreements are not described in the proxy statement. Please revise to discuss those matters.
Company Response:
The Company has revised the preliminary proxy statement to describe the remaining agreements the Company entered into in connection with the transaction contemplated by the Securities Purchase Agreements: the Preferred Stock Exchange Agreement, the LLC Agreement Amendment, and the Section 382 Rights Agreement.
Background of the Transaction, page 9
6. Please describe in greater detail throughout this section the purposes of the transactions generally and the reasons why the structure, price and other terms changed during the course of the negotiations. With respect to the structure, for example:
•
Discuss when and why the proposed structure changed from a public tender offer to a sale of common stock by the Company.
Pursuant to the Issuance, the Company is proposing to issue to the Cohen Buyer 800,000 newly issued shares of Common Stock and up to 1,189,104 shares of Common Stock, representing the Cohen Common Shares and the Cohen Conversion Shares, respectively. Based on the 12,237,104 shares issued and outstanding as of the record date, the issuance of the Cohen Common Shares and the Cohen Conversion Shares to the Cohen Buyer would represent approximately 16.25% of the Company’s presently outstanding Common Stock.
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•
Explain why participation in the transactions was limited to Mr. Cohen.
Company Response:
The Company has revised the “Background of the Transaction” section of the preliminary proxy statement to describe in greater detail the purposes of the transaction generally and, to the extent the Company’s officers and/or directors know, the reasons why the structure, price and other terms changed during the course of the negotiations. Such revisions include a description of when and why the proposed structure changed from a public tender offer to a sale of Common Stock by the Company and why participation in the transaction was limited to Mr. Cohen.
7. Identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012 and which representatives of the Company and Mead Park met to discuss a potential transaction on March 13, 2012. Generally in this section, please describe all material issues discussed during the course of the negotiations and identify the parties involved.
Company Response:
The Company has revised the preliminary proxy statement to identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012, and which representatives of the Company and Mead Park met to discuss a potential transaction on March 13, 2012. The Company has also revised the “Background of the Transaction” section to describe more particularly the material issues discussed during the course of the negotiations and identify the parties involved.
8. Describe any relationship or material contacts the Company had with Mr. Ricciardi since August 2011 when he ceased serving as its President.
Company Response:
The Company has revised the “Interest of Certain Persons in Matters to Be Acted Upon” section of the preliminary proxy statement to reflect that, other than communications in connection with Mr. Ricciardi’s forfeiture of certain shares of common stock in October 2011, communications in the ordinary course with Mr. Ricciardi in his capacity as a stockholder of the Company, communications between the Company’s subsidiaries and Mead Park and its affiliates in the ordinary course of their respective businesses, and the communications and relationships described in the “Background of the Transaction” section of the preliminary proxy statement, the Company has not had any relationship or material contact with Mr. Ricciardi since his departure from the Company in August 2011.
9. Describe the possible transactional structures discussed at the March 13, 2012 and March 27, 2012 meetings.
Company Response:
The Company has revised the preliminary proxy statement to describe in more detail the matters that were discussed at the March 13, 2012 and March 27, 2012 meetings.
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10. Describe the financial parameters of the potential transaction discussed at the October 25, 2012 meeting.
Company Response:
The Company has revised the preliminary proxy statement to provide the financial parameters of the potential transaction discussed at the October 25, 2012 meeting.
11. Provide more details regarding Mr. Cohen’s role. For example:
•
Identify who initiated the discussions regarding Mr. Cohen’s participation in the transactions (including his purchase, new employment agreement and related matters), when these discussions occurred and who participated.
•
Describe Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after formation of the Special Committee.
•
Indicate, and identify if applicable, whether Mr. Cohen obtained independent counsel and/or financial advisors as part of his negotiations.
Company Response:
The Company has revised the preliminary proxy statement to provide more details regarding Mr. Cohen’s role in the transaction. Such revisions include the identification of who initiated the discussions regarding Mr. Cohen’s participation in the transaction, when these discussions occurred and who participated, a description of Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after formation of the Special Committee, and a statement indicating that Mr. Cohen did not obtain independent counsel and/or financial advisors with respect to his participation in the transaction.
12. Describe the independent directors’ “stated goals” discussed at the March 13, 2013 Special Committee meeting. Also, describe in detail the “extensive discussions” between Mead Park and the Special Committee following the meeting.
Company Response:
The Company has revised the preliminary proxy statement to include a description of the independent directors’ stated goals discussed at the March 13, 2013 Special Committee meeting and a more detailed description of the discussions between Mead Park and the Special Committee following the meeting.
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13. Revise the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was disinclined to accept them.
Company Response:
The Company has revised the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was disinclined to accept them.
14. Disclose the terms of the Mead Park proposal made at the April 1, 2013 meeting.
Company Response:
While Mead Park did not participate in the April 1, 2013 meeting, the Company has revised the preliminary proxy statement to disclose the terms of the Mead Park proposal discussed at the April 1, 2013 meeting.
15. Disclose who raised the possibility of a rights offering and why the Special Committee did not want to pursue one.
Company Response:
The Com
Show Raw Text
CORRESP 1 filename1.htm CORRESP INSTITUTIONAL FINANCIAL MARKETS, INC. 2929 Arch Street, 17th Floor Philadelphia, PA 19104 VIA EDGAR July 5, 2013 United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Suzanne Hayes Re: Institutional Financial Markets, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 4, 2013 File No. 001-32026 Dear Ms. Hayes: On behalf of Institutional Financial Markets, Inc. (the “Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 26, 2013 regarding the above-referenced Preliminary Proxy Statement, which was filed by the Company with the Commission on June 4, 2013. To assist your review of our responses to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained in the letter, together with our responses. Concurrent with the filing of this letter, the Company is filing a revised preliminary proxy statement via EDGAR. Capitalized terms used, but not defined, herein have the meanings assigned to such terms in the revised preliminary proxy statement. General 1. Please revise to clearly mark the proxy statement as preliminary. See Exchange Act Rule 14a-6(e)(1). Company Response: The Company has revised the preliminary proxy statement to indicate that it is a “preliminary” copy. July 5, 2013 Page 2 2. Please include pro forma financial information that shows the effects of the transactions or tell us why you believe such information is not required. Company Response: The Company does not believe that pro forma financial information is required to be included in its preliminary proxy statement because it believes that part (1) of Item 13(a) is applicable only in connection with the acquisition of business and is therefore inapplicable to the Company (as it is not engaging in any such transaction). Part (1) of Item 13(a), in relevant part, reads: “[The Company must furnish financial] statements meeting the requirements of Regulation S-X, including financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than pursuant to which action is to be taken as described in this proxy statement (A smaller reporting company may provide the information in Rules 8-04 and 8-05 of Regulation S-X (§§ 210.8-04 and 210.8-05 of this chapter) in lieu of the financial information required by Rule 3-05 and Article 11 of Regulation S-X).” Because the Company is a smaller reporting company, the Company may, as set forth above, provide information in Rules 8-04 and 8-05 of Regulation S-X in lieu of providing the financial information required by Rule 3-05 and Article 11 of Regulation S-X. Rule 8-05 of Regulation S-X requires the furnishing of pro forma information if financial statements of a business acquired or to be acquired are presented. The MP Buyer and the Cohen Buyer are seeking to make a cash investment in the Company for securities of the Company. No business is being acquired in connection with the transaction set forth in the proxy statement. Accordingly, the Company is not required to provide pro forma information in the proxy statement. We note that Article 11 of Regulation S-X is significantly broader than Rule 8-05 and requires that a company provide pro forma information in various situations that are in addition to those where a business is being acquired. The Company therefore believes that the Commission deliberately determined that, in the context of transactions other than acquisitions of businesses, the production of pro forma financial information is not required of smaller reporting companies under Rule 8-05. Lastly, the Company believes that, because the economic terms regarding the transaction are clearly disclosed in the preliminary proxy statement and we include our financial statements in the preliminary proxy statement, the utility of providing pro forma financial information would be immaterial to stockholders in their evaluation of the proposals set forth in the preliminary proxy statement. 2 July 5, 2013 Page 3 Other Information to Review Before Voting, page 3 3. Since information contained in your Form 10-K is incorporated by reference, delete the statements here and on page 69 that the 10-K does not constitute part of the proxy statement. Company Response: The Company has revised the preliminary proxy statement to remove the statements that the Form 10-K does not constitute part of the proxy statement. Proposal Two- Approval of the Issuance of Shares of Common Stock in Connection with the Securities Purchase Agreements, page 9 4. Please provide us with your analysis regarding whether the issuances of common stock in connection with the Securities Purchase Agreements constitute separate matters under Rule 14a-4(a)(3). Your response should address the fact that Cohen Bros. Financial, LLC is a related person. Company Response: The Company has considered Rule 14a-4(a)(3) under the Securities Exchange Act of 1934, as amended, and guidance issued by the Staff with respect thereto and respectfully submits that Proposal Two does not contain “separate matters” required to be presented in separate proposals. Rule 14a-4(a)(3) requires that the form of proxy “[s]hall identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the registrant or by security holders.” The purpose of Rule 14a-4(a)(3), as expressed in Exchange Act Release No. 31326 (October 16, 1992), is to permit stockholders to communicate their views on each of the matters put to a vote, and to not be compelled to approve parts of packaged matters they might not approve if presented independently. The Company believes that the unbundling requirements of Rule 14a-4(a)(3) are inapplicable to the Company because the elements of the Issuance are inextricably linked components of one unitary matter: the raising of additional capital pursuant to a single financing transaction. In addition, as we disclosed in the “Background of the Transaction” section of Proposal Two of the preliminary proxy statement, the NYSE MKT views the transaction contemplated by the Securities Purchase Agreements as representing a single financing transaction for purposes of the NYSE MKT rules. This fact was confirmed by the NYSE MKT’s staff via email on April 26, 2013. Section 713(a) of the NYSE MKT Company Guide requires stockholder approval to list additional shares that are issued in connection with a transaction involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into common stock) representing 20% or more of such issuer’s presently outstanding stock for less than the greater of book or market value of the stock. Indeed, if the transaction was treated as consisting of separate 3 July 5, 2013 Page 4 matters, then the Company would not be required to seek stockholder approval for the issuance of Common Stock to the Cohen Buyer because such issuance would not represent an issuance of 20% or more of the Company’s presently outstanding stock.1 Thus, if each of the issuance to Mead Park and the issuance to the Cohen Buyer were treated as separate matters, then the Company would be entitled to omit this portion of the Issuance from the preliminary proxy statement, as it would not be required to seek stockholder approval with regard to this matter. We note that, in contrast to the NYSE and Nasdaq, the NYSE MKT rules do not require stockholder approval in connection with the issuance of common stock (or of securities convertible into or exercisable for common stock) to related parties. Consequently, Section 713(a) of the NYSE MKT Company Guide constitutes the sole requirement with respect to the Company’s obligation to obtain stockholder approval of the transaction. Finally, the Company believes that unbundling Proposal Two and presenting the components of the Issuance as separate proposals would potentially confuse stockholders by suggesting that it is possible for one portion of the Issuance to be implemented without implementing the others, irrespective of whether disclosure states that each proposal would be conditioned on the approval of the others. Based on the above, the Company believes that the individual components of Proposal Two cannot be considered or viewed in isolation, and the Company respectfully submits that stockholders should instead consider the Proposal in its entirety. 5. We note that certain agreements the Company entered into in connection with the transactions contemplated by the Securities Purchase Agreements are not described in the proxy statement. Please revise to discuss those matters. Company Response: The Company has revised the preliminary proxy statement to describe the remaining agreements the Company entered into in connection with the transaction contemplated by the Securities Purchase Agreements: the Preferred Stock Exchange Agreement, the LLC Agreement Amendment, and the Section 382 Rights Agreement. Background of the Transaction, page 9 6. Please describe in greater detail throughout this section the purposes of the transactions generally and the reasons why the structure, price and other terms changed during the course of the negotiations. With respect to the structure, for example: • Discuss when and why the proposed structure changed from a public tender offer to a sale of common stock by the Company. 1 Pursuant to the Issuance, the Company is proposing to issue to the Cohen Buyer 800,000 newly issued shares of Common Stock and up to 1,189,104 shares of Common Stock, representing the Cohen Common Shares and the Cohen Conversion Shares, respectively. Based on the 12,237,104 shares issued and outstanding as of the record date, the issuance of the Cohen Common Shares and the Cohen Conversion Shares to the Cohen Buyer would represent approximately 16.25% of the Company’s presently outstanding Common Stock. 4 July 5, 2013 Page 5 • Explain why participation in the transactions was limited to Mr. Cohen. Company Response: The Company has revised the “Background of the Transaction” section of the preliminary proxy statement to describe in greater detail the purposes of the transaction generally and, to the extent the Company’s officers and/or directors know, the reasons why the structure, price and other terms changed during the course of the negotiations. Such revisions include a description of when and why the proposed structure changed from a public tender offer to a sale of Common Stock by the Company and why participation in the transaction was limited to Mr. Cohen. 7. Identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012 and which representatives of the Company and Mead Park met to discuss a potential transaction on March 13, 2012. Generally in this section, please describe all material issues discussed during the course of the negotiations and identify the parties involved. Company Response: The Company has revised the preliminary proxy statement to identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012, and which representatives of the Company and Mead Park met to discuss a potential transaction on March 13, 2012. The Company has also revised the “Background of the Transaction” section to describe more particularly the material issues discussed during the course of the negotiations and identify the parties involved. 8. Describe any relationship or material contacts the Company had with Mr. Ricciardi since August 2011 when he ceased serving as its President. Company Response: The Company has revised the “Interest of Certain Persons in Matters to Be Acted Upon” section of the preliminary proxy statement to reflect that, other than communications in connection with Mr. Ricciardi’s forfeiture of certain shares of common stock in October 2011, communications in the ordinary course with Mr. Ricciardi in his capacity as a stockholder of the Company, communications between the Company’s subsidiaries and Mead Park and its affiliates in the ordinary course of their respective businesses, and the communications and relationships described in the “Background of the Transaction” section of the preliminary proxy statement, the Company has not had any relationship or material contact with Mr. Ricciardi since his departure from the Company in August 2011. 9. Describe the possible transactional structures discussed at the March 13, 2012 and March 27, 2012 meetings. Company Response: The Company has revised the preliminary proxy statement to describe in more detail the matters that were discussed at the March 13, 2012 and March 27, 2012 meetings. 5 July 5, 2013 Page 6 10. Describe the financial parameters of the potential transaction discussed at the October 25, 2012 meeting. Company Response: The Company has revised the preliminary proxy statement to provide the financial parameters of the potential transaction discussed at the October 25, 2012 meeting. 11. Provide more details regarding Mr. Cohen’s role. For example: • Identify who initiated the discussions regarding Mr. Cohen’s participation in the transactions (including his purchase, new employment agreement and related matters), when these discussions occurred and who participated. • Describe Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after formation of the Special Committee. • Indicate, and identify if applicable, whether Mr. Cohen obtained independent counsel and/or financial advisors as part of his negotiations. Company Response: The Company has revised the preliminary proxy statement to provide more details regarding Mr. Cohen’s role in the transaction. Such revisions include the identification of who initiated the discussions regarding Mr. Cohen’s participation in the transaction, when these discussions occurred and who participated, a description of Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after formation of the Special Committee, and a statement indicating that Mr. Cohen did not obtain independent counsel and/or financial advisors with respect to his participation in the transaction. 12. Describe the independent directors’ “stated goals” discussed at the March 13, 2013 Special Committee meeting. Also, describe in detail the “extensive discussions” between Mead Park and the Special Committee following the meeting. Company Response: The Company has revised the preliminary proxy statement to include a description of the independent directors’ stated goals discussed at the March 13, 2013 Special Committee meeting and a more detailed description of the discussions between Mead Park and the Special Committee following the meeting. 6 July 5, 2013 Page 7 13. Revise the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was disinclined to accept them. Company Response: The Company has revised the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was disinclined to accept them. 14. Disclose the terms of the Mead Park proposal made at the April 1, 2013 meeting. Company Response: While Mead Park did not participate in the April 1, 2013 meeting, the Company has revised the preliminary proxy statement to disclose the terms of the Mead Park proposal discussed at the April 1, 2013 meeting. 15. Disclose who raised the possibility of a rights offering and why the Special Committee did not want to pursue one. Company Response: The Com