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The Reporting Persons acquired beneficial ownership of the shares of
Common Stock reported herein as part of their investment activities on behalf
of the Partnerships. The Reporting Persons acquired the shares of
Common Stock reported herein because they believe that the trading prices of
the Common Stock do not adequately reflect the potential value of the
Companys underlying business and assets.
The Reporting Persons have held meetings with certain members of the
Companys management and directors.
The Reporting Persons have also sent written communication to the
entire Board of Directors. During
these meetings and correspondences, the Reporting Persons have expressed
certain recommendations to the Company, including a strong desire for the
Company Board of Directors to engage an investment bank to explore all
strategic alternatives available to the Company, including the potential sale
of the Company.
The Reporting Persons recommendations are based on (i) discussions
with large transaction processing companies expressing an interest in
acquiring the Company (ii), a competitive takeover valuation that will
provide a significant premium to the Companys current stock price, (iii) competitive
threats to the Company from larger, more efficient industry participants, and
(iv) obstacles that will prevent the Company from achieving a
significant increase in shareholder value on a stand-alone basis, including
senior management turnover, an extremely high cost structure, and the
Companys lack of credibility with public investors.
The Reporting Persons intend to review and evaluate their investment
in the Common Stock on an ongoing basis and may, depending upon their
evaluation of the business and prospects of the Company, or such other
considerations as they may deem relevant, determine to increase, decrease, or
dispose of their holdings of Common Stock. As a part of such review and
evaluation, the Reporting Persons may hold additional discussions with the
Companys management and directors, other shareholders and other interested
parties.
Except as otherwise described in this Item 4, the Reporting Persons
do not have present plans or proposals that relate to or would result in any
of the following (although the Reporting Persons reserve the right to develop
such plans or proposals or any other plans relating to the Company and to
take action with respect thereto): (i) the acquisition by any
person of additional securities of the Company, or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction,
such as a merger, reorganization, or liquidation, involving the Company or
any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (iv) 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; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other
material change in the Companys business or corporate structure; (vii) changes
in the Companys certificate of incorporation, bylaws, or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Company by any person; (viii) 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; (ix) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of those enumerated
above.
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