UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
Under the Securities Exchange Act of 1934
DELPHI CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
247126105
(CUSIP Number)
Sandip S. Khosla, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 7, 2007
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7 for other
parties to whom copies are to be sent.
* 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 in 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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Goldman Sachs Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X](1)
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 14,711,082
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,009,566
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,009,566(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X](1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC-CO
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----------
(1) As a result of the transactions and relationships described under Item 4,
the Filing Person may be deemed a member of a "group" with the other
Investors (as defined in Item 4). Based on information provided to the
Filing Person and in Schedules 13D filed by the other Investors, Appaloosa
Management L.P. and its related entities beneficially own 52,000,000
shares of Common Stock as reported in their Schedule 13D filed on December
12, 2007; Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares of Common Stock as reported in
their Schedule 13D filed on November 16, 2007; Merrill Lynch, Pierce,
Fenner & Smith Incorporated and related entities beneficially own
1,482,206 shares of Common Stock as reported in their Schedule 13D filed
on September 11, 2007; the relevant business units of UBS AG beneficially
own 4,414,861 shares of Common Stock as reported in their Schedule 13D
filed on November 26, 2007; and Pardus Special Opportunities Master Fund
L.P. and its related entities beneficially own 26,400,000 as reported in
their Schedule 13D filed on November 20, 2007. This filing does not
reflect any shares of Common Stock that may be deemed to be beneficially
owned by The Goldman Sachs Group, Inc. as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities and Exchange
Act of 1934, as amended, and The Goldman Sachs Group, Inc. expressly
disclaims such membership.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Goldman, Sachs & Co.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X](2)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 14,711,082
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,009,566
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,009,566(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X](2)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BD-PN-IA
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----------
(2) As a result of the transactions and relationships described under Item 4,
the Filing Person may be deemed a member of a "group" with the other
Investors (as defined in Item 4). Based on information provided to the
Filing Person and in Schedules 13D filed by the other Investors, Appaloosa
Management L.P. and its related entities beneficially own 52,000,000
shares of Common Stock as reported in their Schedule 13D filed on December
12, 2007; Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares of Common Stock as reported in
their Schedule 13D filed on November 16, 2007; Merrill Lynch, Pierce,
Fenner & Smith Incorporated and related entities beneficially own
1,482,206 shares of Common Stock as reported in their Schedule 13D filed
on September 11, 2007; the relevant business units of UBS AG beneficially
own 4,414,861 shares of Common Stock as reported in their Schedule 13D
filed on November 26, 2007; and Pardus Special Opportunities Master Fund
L.P. and its related entities beneficially own 26,400,000 as reported in
their Schedule 13D filed on November 20, 2007. This filing does not
reflect any shares of Common Stock that may be deemed to be beneficially
owned by Goldman, Sachs & Co. as a result of membership in a "group"
within the meaning of Section 13(d) of the Securities and Exchange Act of
1934, as amended, and Goldman, Sachs & Co. expressly disclaims such
membership.
This Amendment No. 4 amends certain information in the Statement on Schedule
13D filed on March 19, 2007 by The Goldman Sachs Group, Inc. ("GS Group") and
Goldman, Sachs & Co. ("Goldman Sachs", and, together with GS Group, the "Filing
Persons"), as amended by Amendment No. 1 to the Schedule 13D filed on July 24,
2007, Amendment No. 2 to the Schedule 13D filed on November 1, 2007 and
Amendment No. 3 to the Schedule 13D filed on November 19, 2007 (as amended, the
"Schedule 13D"), relating to the common stock, par value $0.01 per share (the
"Common Stock"), of Delphi Corporation, a Delaware corporation (the "Company").
Capitalized terms used but not defined herein have the meanings previously
ascribed to them in the Schedule 13D.
Neither the present filing nor anything contained herein shall be construed as
an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended as follows:
The name, business address and present principal occupation or employment and
citizenship of each director of GS Group are set forth in Schedule I hereto and
are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended as follows:
Revised Proposal
On December 7, 2007, A-D Acquisition Holdings, Inc., an affiliate of Appaloosa
Management L.P. ("ADAH"), Harbinger Del-Auto Investment Company, Ltd., Merrill
Lynch, Pierce, Fenner and Smith Incorporated, UBS Securities LLC, Goldman Sachs
and Pardus DPH Holding LLC (collectively, the "Investors") delivered to the
Company a proposal in connection with a proposed plan of reorganization for the
Company (the "Revised Proposal"). The Revised Proposal contemplates that the
Investors would enter into a Second Restated First Amendment (the "Amendment")
to the Equity Purchase and Commitment Agreement, dated as of August 3, 2007 (the
"Investment Agreement"), which contemplates a revised plan of reorganization
(the "Plan") for the Company. On December 10, 2007, the Amendment was approved
by the United States Bankruptcy Court for the Southern District of New York and
the Company and the Investors entered into the Amendment. Copies of the Revised
Proposal, the Investment Agreement and the Amendment are attached hereto as
Exhibits 99.1, 99.2 and 99.3, respectively, and each are incorporated herein by
reference.
Equity Investment
Under the terms of the Investment Agreement, as amended by the Amendment (the
"Amended Investment Agreement"), on the terms and subject to the conditions of
the Amended Investment Agreement, the Investors will purchase an aggregate of
$800 million of convertible preferred stock and approximately $175 million of
common stock in the reorganized Company as follows: (i) each Investor will
purchase for $38.39 per share, each Investor's proportionate share of
4,558,479 shares of the reorganized Company's new common stock (the "Revised
Direct Subscription Shares"); (ii) each Investor will purchase for $42.58 per
share, each Investor's proportionate share of the reorganized Company's new
Series B Senior Convertible Preferred Stock (the "Revised Series B Preferred
Stock"); and (iii) ADAH will purchase for $42.20 per share, 9,478,887 shares of
the reorganized Company's new Series A-1 Senior Convertible Preferred Stock. The
number of Revised Direct Subscription Shares and Revised Series B Preferred
Stock to be purchased by each Investor is set forth on Schedule 2 to the
Amendment.
Additionally, on the terms and subject to the conditions of the Amended
Investment Agreement, the Investors will purchase any unsubscribed shares (the
"Revised Unsubscribed Shares") of the reorganized Company's new common stock in
connection with an approximately $1.575 billion rights offering that will be
made available to holders of general unsecured claims pursuant to the Plan
("Eligible Holders"). In accordance with the Amended Investment Agreement, the
Company will distribute certain rights to Eligible Holders to acquire new common
stock of the reorganized Company. The rights, which will not be separately
transferable, will permit Eligible Holders to purchase their pro rata share of
new common stock of the reorganized Company at $38.39 per share.
Altogether, the Investors could invest up to an aggregate of $2.55 billion in
the reorganized Company. The Amended Investment Agreement is subject to
satisfaction and waiver of numerous conditions and the non-exercise by either
the Company or the Investors of certain termination rights, all of which are
more fully described in the Amended Investment Agreement.
The Investors are entitled to payment of certain commitment fees and an
alternate transaction fee, in amounts, at the times and under the circumstances
set forth in the Amended Investment Agreement.
Waiver Letter
On December 7, 2007, the Investors and the Company entered into a letter
agreement (the "Waiver Letter") setting forth the parties' understandings with
regard to certain provisions of the Amended Investment Agreement. A copy of the
Waiver Letter is attached hereto as Exhibit 99.4 and incorporated herein by
reference.
Plan of Reorganization
Attached as Exhibit B to the Amendment is the Plan, which includes provisions
for distributions to be made to creditors and stockholders, the treatment of
General Motors Corp.'s claims, and the corporate governance of the reorganized
Company.
Revised Investor Letter Agreement
On December 7, 2007, the Investors agreed to make certain amendments to the
Letter Agreement. A copy of the Letter Agreement as amended ("Revised Letter
Agreement") is attached hereto as Exhibit 99.5 and incorporated herein by
reference.
The parties to the Revised Letter Agreement have agreed, subject to certain
exceptions, to certain transfer restrictions on claims and interests in any of
the Debtors (as defined in the Amended Investment Agreement) and to support the
transactions contemplated by the Amended Investment Agreement. The parties'
rights and obligations with respect to certain conditions in the Amended
Investment Agreement are also set forth in the Revised Letter Agreement.
Goldman Sachs Letter Agreement
On December 7, 2007, ADAH executed a letter agreement with Goldman Sachs
("Goldman Sachs Letter Agreement"). A copy of the Goldman Sachs Letter
Agreement is attached hereto as Exhibit 99.6 and incorporated herein by
reference.
The Goldman Sachs Letter Agreement governs the respective rights and obligations
of ADAH and Goldman Sachs with respect to the permitted sale or transfer of
Revised Direct Subscription Shares and Revised Unsubscribed Shares by Goldman
Sachs.
Contribution Agreement
On December 7, 2007, the Investors entered into an amendment to the Contribution
and Reimbursement Agreement, dated July 18, 2007 (the "Contribution Agreement",
and as amended, the "Contribution Agreement Amendment"). Copies of the
Contribution Agreement and the Contribution Agreement Amendment are attached
hereto as Exhibits 99.7 and 99.8 and each are incorporated herein by reference.
The Contribution Agreement Amendment governs the Investors' rights in the case
of payments made by any Investor in excess of its pro rata portion, upon a
termination by any Investor and upon a wilfull breach by any Investor.
As a result of the arrangements described in the Schedule 13D, the Filing
Persons may be deemed a member of a "group" for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, with the Investors. The Filing
Persons expressly disclaim membership in a group with the Investors or any other
person.
The acquisition of beneficial ownership by the Filing Persons of the Common
Stock reported herein was in the ordinary course of business.
Other than as provided above, the Filing Persons do not have any plans or
proposals described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Filing Persons intend to continuously evaluate their investment in
the Company and may acquire or dispose of shares of Common Stock, other
securities of the Company, or loans or other interests in the Company or take
other actions with respect to the Company's restructuring plan. The Filing
Persons may hedge all or a portion of their investment in the Company.
Goldman Sachs may work with the Company and/or the Investors, the Company's
financial advisors, equity holders, creditors and other constituents to develop
plans and proposals for the Company. These plans or proposals may involve or
relate to one or more of the matters described in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 7, 2007, each of GS Group and Goldman Sachs may be deemed to
have beneficially owned an aggregate of 15,009,566 shares of Common Stock,
including (i) 14,711,082 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in ordinary course
trading activities and (ii) 298,484 shares of Common Stock held in Managed
Accounts, representing in the aggregate approximately 2.7% of the 561,781,590
shares of Common Stock reported to be outstanding as of September 30, 2007 as
disclosed in Company's most recent quarterly report on Form 10-Q for the period
ended September 30, 2007. GS Group and Goldman Sachs each disclaim beneficial
ownership of the shares of Common Stock held in Managed Accounts.
As a result of the arrangements as disclosed in the Schedule 13D, the Filing
Persons may be deemed a group with the other Investors and, therefore, may be
deemed to beneficially own the shares of Common Stock beneficially owned by the
other Investors. The aggregate shares of Common Stock described above does not
include shares of Common Stock beneficially owned by any other member of any
"group" within the meaning of Section 13(d) of the Securities and Exchange Act
of 1934, as amended, in which GS Group or Goldman Sachs may be deemed a member.
In accordance with Securities and Exchange Commission Release No. 34-395538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of GS Group and its subsidiaries and affiliates (collectively,
"GSG"). This filing does not reflect securities, if any, beneficially owned by
any operating units of GSG whose ownership of securities is disaggregated from
that of the Goldman Sachs Reporting Units in accordance with the Release. The
Goldman Sachs Reporting Units disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which the Goldman
Sachs Reporting Units or their employees have voting or investment discretion,
or both, and (ii) certain investment entities of which the Goldman Sachs
Reporting Units acts as the general partner, managing general partner or other
manager, to the extent interests in such entities are held by persons other than
the Goldman Sachs Reporting Units.
None of the Filing Persons or, to the knowledge of any of the Filing Persons,
any of the persons listed on Schedule I hereto may be deemed to have
beneficially owned any shares of Common Stock as of December 7, 2007 other than
as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and to
dispose or to direct the disposition of
shares of Common Stock beneficially owned by such Filing Person as indicated
herein.
(c) Schedule II hereto sets forth transactions in the Common Stock which were
effected from November 15, 2007 through December 7, 2007, all of which were
effected in the ordinary course of business of Goldman Sachs or another
wholly-owned broker or dealer subsidiary of GS Group. The transactions in the
Common Stock, described in Schedule II, were effected on the over-the-counter
market. Funds for the purchase of shares of Common Stock acquired in ordinary
course trading activities came from the working capital of Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group. Funds for the
purchase of shares of Common Stock held in Managed Accounts came from client
funds. The Filing Persons disclaim beneficial ownership of shares of Common
Stock held in Managed Accounts.
Except as set forth in Schedule II hereto, no transactions in the Common Stock
were effected by the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedule I hereto, from November 15, 2007
through December 7, 2007.
(d) Except for clients of Goldman Sachs who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
shares of Common Stock, if any, held in Managed Accounts, no other person is
known by the Filing Persons to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock beneficially owned by the Filing Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to
the Securities of the Issuer.
Item 6 is amended as follows:
See "Item 4. Purpose of Transaction" for a description of the Revised Proposal,
Amendment, Waiver Letter, Revised Letter Agreement, Goldman Sachs Letter
Agreement and Contribution Agreement Amendment, which are each qualified in
their entirety by reference to the respective agreements, copies of which are
filed as exhibits, and are each incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended as follows:
Exhibit No. Exhibit
----------- ----------------------------------------------------------------
99.1 Proposal Letter, dated December 7, 2007, from A-D Acquisition
Holdings, LLC, Harbinger Del-Auto Investment Company, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman, Sachs & Co. and Pardus DPH Holding LLC
(incorporated by reference to Exhibit 36 to the Schedule 13D
filed by Appaloosa Investment Limited Partnership I and related
persons and entities on December 12, 2007).
99.2 Equity Purchase and Commitment Agreement, dated August 3, 2007,
by and among A-D Acquisition Holdings, LLC, Harbinger Del-Auto
Investment Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co., Pardus
DPH Holding LLC and Delphi Corporation (previously filed).
99.3 Second Restated First Amendment to the Equity Purchase and
Commitment Agreement, dated December 10, 2007, by and among A-D
Acquisition Holdings, LLC, Harbinger Del-Auto Investment
Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co., Pardus
DPH Holding LLC and Delphi Corporation (incorporated by
reference to Exhibit 37 to the Schedule 13D filed by Appaloosa
Investment Limited Partnership I and related persons and
entities on December 12, 2007).
99.4 Equity Purchase and Commitment Agreement Waiver Letter, dated
December 7, 2007, by and among A-D Acquisition Holdings, LLC,
Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC,
Goldman, Sachs & Co., Pardus DPH Holding LLC and Delphi
Corporation (incorporated by reference to Exhibit 41 to the
Schedule 13D filed by Appaloosa Investment Limited Partnership I
and related persons and entities on December 12, 2007).
99.5 Letter Agreement, dated December 7, 2007, from Appaloosa
Management L.P. to Harbinger Capital Partners Master Fund I,
Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman, Sachs & Co. and Pardus Special
Opportunities Master Fund L.P. (incorporated by reference to
Exhibit 42 to the Schedule 13D filed by Appaloosa Investment
Limited Partnership I and related persons and entities on
December 12, 2007).
99.6 Letter Agreement, dated December 7, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co. (incorporated by
reference to Exhibit 43 to the Schedule 13D filed by Appaloosa
Investment Limited Partnership I and related persons and
entities on December 12, 2007).
99.7 Contribution and Reimbursement Agreement, dated July 18, 2007,
among Appaloosa Management L.P., Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co. and
Pardus Special Opportunities Master Fund L.P (incorporated by
reference to Exhibit 22 to the Schedule 13D filed by Appaloosa
Investment Limited Partnership I and related persons and
entities on July 20, 2007).
99.8 Contribution and Reimbursement Agreement, dated December 7,
2007, among Appaloosa Management L.P., Harbinger Capital
Partners Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co. and
Pardus Special Opportunities Master Fund L.P.
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: December 13, 2007
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Andrea Louro DeMar
-------------------------
Name: Andrea Louro DeMar
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Andrea Louro DeMar
-------------------------
Name: Andrea Louro DeMar
Title: Attorney-in-fact
SCHEDULE I
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The name of each director of The Goldman Sachs Group, Inc. is set forth
below.
The business address of each person listed below is c/o Goldman, Sachs &
Co., 85 Broad Street, New York, NY 10004.
Each person is a citizen of the United States of America except for Claes
Dahlback, who is a citizen of Sweden. The present principal occupation or
employment of each of the listed persons is set forth below.
Name Present Principal Occupation
--------------------------------------------------------------------------------
Lloyd C. Blankfein Chairman of the Board and Chief Executive
Officer of The Goldman Sachs Group, Inc.
Gary D. Cohn President and Co-Chief Operating Officer of
The Goldman Sachs Group, Inc.
Jon Winkelried President and Co-Chief Operating Officer of
The Goldman Sachs Group, Inc.
John H. Bryan Retired Chairman and Chief Executive Officer
of Sara Lee Corporation
Claes Dahlback Senior Advisor to Investor AB and Senior
Advisor to Foundation Asset Management
Stephen Friedman Chairman of Stone Point Capital
William W. George Professor of Management Practice at the
Harvard Business School, Retired Chairman and
Chief Executive Officer of Medtronic, Inc.
Rajat K. Gupta Senior Partner of McKinsey & Company
James A. Johnson Vice Chairman of Perseus, L.L.C.
Lois D. Juliber Retired Vice Chairman of Colgate-Palmolive
Company
Edward M. Liddy Chairman of the Board of The Allstate
Corporation
Ruth J. Simmons President of Brown University
Schedule II
PURCHASE(P)/
SALE(S) QUANTITY PRICE TRADE DATE SETTLEMENT DATE
------------ -------- ----- ---------- ---------------
P 1 $0.24 11/15/2007 11/20/2007
S 1 $0.24 11/15/2007 11/20/2007
P 3,500 $0.25 11/15/2007 11/20/2007
S 5,000 $0.26 11/15/2007 11/20/2007
P 10,600 $0.22 11/15/2007 11/20/2007
P 10,000 $0.26 11/15/2007 11/20/2007
P 50,000 $0.26 11/15/2007 11/20/2007
S 3,500 $0.25 11/15/2007 11/20/2007
P 1 $0.26 11/16/2007 11/21/2007
S 77 $0.25 11/16/2007 11/21/2007
P 5,000 $0.24 11/16/2007 11/21/2007
P 77 $0.25 11/16/2007 11/21/2007
S 10,000 $0.26 11/16/2007 11/21/2007
P 5,000 $0.21 11/19/2007 11/23/2007
P 8,421 $0.25 11/20/2007 11/26/2007
P 16,662 $0.25 11/20/2007 11/26/2007
P 1 $0.23 11/20/2007 11/26/2007
S 8,421 $0.25 11/20/2007 11/26/2007
S 16,662 $0.25 11/20/2007 11/26/2007
P 1 $0.23 11/21/2007 11/27/2007
P 5,000 $0.23 11/21/2007 11/27/2007
P 5,000 $0.24 11/21/2007 11/27/2007
P 10,000 $0.24 11/21/2007 11/27/2007
P 10,000 $0.24 11/21/2007 11/27/2007
S 20,000 $0.25 11/21/2007 11/27/2007
P 10,000 $0.24 11/23/2007 11/28/2007
S 10,000 $0.24 11/23/2007 11/28/2007
P 2 $0.25 11/26/2007 11/29/2007
P 5,000 $0.25 11/26/2007 11/29/2007
P 5,000 $0.25 11/26/2007 11/29/2007
P 5,000 $0.25 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 5,000 $0.26 11/26/2007 11/29/2007
P 6,700 $0.26 11/26/2007 11/29/2007
P 6,700 $0.26 11/26/2007 11/29/2007
P 10,000 $0.25 11/26/2007 11/29/2007
P 10,000 $0.25 11/26/2007 11/29/2007
P 10,000 $0.26 11/26/2007 11/29/2007
P 15,200 $0.26 11/26/2007 11/29/2007
S 5,000 $0.26 11/26/2007 11/29/2007
S 5,000 $0.26 11/26/2007 11/29/2007
S 5,000 $0.26 11/26/2007 11/29/2007
S 85,000 $0.26 11/26/2007 11/29/2007
P 1 $0.24 11/27/2007 11/30/2007
P 1,739 $0.24 11/27/2007 11/30/2007
P 111,000 $0.24 11/27/2007 11/30/2007
P 28 $0.24 11/27/2007 11/30/2007
S 110,000 $0.24 11/27/2007 11/30/2007
P 1 $0.24 11/28/2007 12/3/2007
P 50 $0.24 11/28/2007 12/3/2007
P 25,000 $0.24 11/29/2007 12/4/2007
P 25,000 $0.24 11/29/2007 12/4/2007
S 25,000 $0.24 11/29/2007 12/4/2007
S 25,000 $0.24 11/29/2007 12/4/2007
S 5,500 $0.23 11/30/2007 12/5/2007
S 75,272 $0.23 11/30/2007 12/5/2007
P 1 $0.24 11/30/2007 12/5/2007
P 5,000 $0.23 11/30/2007 12/5/2007
P 5,500 $0.23 11/30/2007 12/5/2007
P 75,272 $0.23 11/30/2007 12/5/2007
Schedule II
PURCHASE(P)/
SALE(S) QUANTITY PRICE TRADE DATE SETTLEMENT DATE
------------ -------- ----- ---------- ---------------
S 5,500 $0.23 11/30/2007 12/5/2007
P 40,386 $0.22 12/3/2007 12/6/2007
P 2 $0.22 12/3/2007 12/6/2007
S 40,386 $0.22 12/3/2007 12/6/2007
S 1,394 $0.27 12/4/2007 12/7/2007
S 3,274 $0.27 12/4/2007 12/7/2007
S 3,471 $0.27 12/4/2007 12/7/2007
P 5,000 $0.25 12/4/2007 12/7/2007
P 5,000 $0.28 12/4/2007 12/7/2007
P 5,000 $0.30 12/4/2007 12/7/2007
P 5,000 $0.30 12/4/2007 12/7/2007
S 50,000 $0.29 12/4/2007 12/7/2007
S 1,000 $0.28 12/4/2007 12/7/2007
P 8,139 $0.27 12/4/2007 12/7/2007
P 8,000 $0.30 12/4/2007 12/7/2007
P 20,000 $0.29 12/4/2007 12/7/2007
P 25,000 $0.29 12/4/2007 12/7/2007
P 30,000 $0.29 12/4/2007 12/7/2007
P 1,100 $0.29 12/5/2007 12/10/2007
P 5,000 $0.28 12/5/2007 12/10/2007
P 5,000 $0.29 12/5/2007 12/10/2007
P 5,000 $0.29 12/5/2007 12/10/2007
P 20,000 $0.29 12/5/2007 12/10/2007
P 30,000 $0.29 12/5/2007 12/10/2007
P 50,000 $0.29 12/5/2007 12/10/2007
P 50,000 $0.29 12/5/2007 12/10/2007
P 75,000 $0.29 12/5/2007 12/10/2007
P 100,000 $0.29 12/5/2007 12/10/2007
S 5,000 $0.29 12/5/2007 12/10/2007
S 15,000 $0.28 12/5/2007 12/10/2007
S 20,000 $0.29 12/5/2007 12/10/2007
S 75,000 $0.29 12/5/2007 12/10/2007
S 200,000 $0.29 12/5/2007 12/10/2007
P 29,223 $0.28 12/6/2007 12/11/2007
P 5,000 $0.27 12/6/2007 12/11/2007
S 29,223 $0.28 12/6/2007 12/11/2007
P 5,000 $0.24 12/7/2007 12/12/2007
P 5,000 $0.27 12/7/2007 12/12/2007