Castlepoint Holdings, Ltd. - Statement of Beneficial Ownership (SC 13D)
August 08 2008 - 9:36AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CastlePoint Holdings, Ltd.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Alan M. Stark, Esq.
3876 Sheridan Street
Hollywood FL 33021
(954) 966-2483
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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.
þ
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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 on 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).
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CUSIP No.
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G19522112
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Page
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2
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of
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7
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1
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NAMES OF REPORTING PERSONS
Leon G. Cooperman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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1,739,600
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,016,900
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,739,600
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,016,900
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,750,500
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Cusip No. G19522112
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13D
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Page 3 of 7
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ITEM 1.
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SECURITY AND ISSUER
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The title and class of equity security to which this Statement on Schedule 13D relates is the
common stock, par value $0.01 per share (the Common Stock), of CastlePoint Holdings, Ltd., a
Bermuda company (the Company). The address of the Companys principal executive offices is
Victoria Hall, 11 Victoria Street, Hamilton HM 11 Bermuda.
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ITEM 2.
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IDENTITY AND BACKGROUND.
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This Statement is filed by Leon G. Cooperman (sometimes referred to as Mr. Cooperman or the
Reporting Person).
On August 7, 2008, Mr. Cooperman sent a letter to Michael Lee, the Companys Chairman and
Chief Executive Officer, regarding the Companys proposed acquisition by the Tower Group (the
August 7 Letter). See Item 4 below.
(2)(a) (c) and (f) Leon G. Cooperman (Mr. Cooperman) is a citizen of the United States
of America.
Mr. Cooperman is the Managing Member of Omega Associates, L.L.C., a Delaware limited liability
company (Associates). Associates is a private investment firm formed to invest in and act as
general partner of investment partnerships or similar investment vehicles. Associates is the
general partner of limited partnerships organized under the laws of Delaware known as Omega Capital
Partners, L.P. (Capital LP), Omega Capital Investors, L.P.(Investors LP), and Omega Equity
Investors, L.P. (Equity LP). These entities are private investment firms engaged in the purchase
and sale of securities for investment for their own accounts.
Mr. Cooperman is also the President and majority stockholder of Omega Advisors, Inc.
(Advisors), a Delaware corporation engaged in providing investment management services, and Mr.
Cooperman is deemed to control said entity. Advisors serves as the investment manager to Omega
Overseas Partners, Ltd. (Overseas), a Cayman Island exempted company, with a business address at
British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West
Indies. Mr. Cooperman has investment discretion over portfolio investments of Overseas and is
deemed to control such investments.
Advisors serves as the investment manager to Omega Overseas Partners, Ltd. (Overseas),
a Cayman Island exempted company, with a business address at British American Tower, Third
Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Mr. Cooperman
has investment discretion over portfolio investments of Overseas and is deemed to control such
investments.
Advisors also serves as a discretionary investment advisor to a limited number of
institutional clients (the Managed Accounts). As to the shares of Common Stock owned by the
Managed Accounts, there would be shared power to dispose or to direct the disposition of such
shares
because the owners of the Managed Accounts may be deemed beneficial owners of such shares pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as a result of their right to
terminate the discretionary account within a period of 60 days.
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Cusip No. G19522112
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13D
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Page 4 of 7
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Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP,
Equity LP, Overseas, and Advisors.
The address of the principal office of each of Mr. Cooperman, Associates, Capital LP,
Investors LP, Equity LP, Overseas and Advisors is 88 Pine Street, Wall Street Plaza 31st Floor,
New York, NY 10005.
(d) (e) During the last five years, none of Mr. Cooperman or the foregoing entities
controlled by him, nor to the best of their knowledge, any of their officers and directors, has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been 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.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The 2,750,500 shares of Common Stock reported herein by Mr. Cooperman were acquired in open
market transactions. All such purchases of Common Stock were funded by working capital, which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business.
The amount of the funds expended for such purchases will be $28,328,205.
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ITEM 4.
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PURPOSE OF TRANSACTION.
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On August 7,
2008, Mr. Cooperman sent the August 7 Letter to Michael Lee, the Companys Chairman
and Chief Executive Officer, regarding the Companys proposed acquisition by the
Tower Group, a copy of which is attached hereto as Exhibit 1 and incorporated herein
by reference in its entirety.
Mr. Cooperman has acquired the Companys Common Stock for investment purposes, and such
purchases have been made in the Reporting Persons ordinary course of business.
In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote,
trade, dispose or otherwise deal in the securities of the Company at times, and in such manner, as
they deem advisable to benefit from changes in market prices of such securities, changes in the
Companys operations, business strategy or prospects, or from a sale or merger of the Company. To
evaluate such alternatives, the Reporting Person will routinely monitor the Companys operations,
prospects, business development, management, competitive and strategic matters, capital structure,
and prevailing market conditions, as well as alternative investment opportunities, liquidity
requirements of the Reporting Person and other investment considerations.
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Cusip No. G19522112
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13D
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Page 5 of 7
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Consistent with his investment research processes, the Reporting Person may engage in
communications regarding such matters with management or Directors of the Company, other current or
prospective shareholders, industry analysts, existing or potential strategic partners or
competitors,
investment and financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons modifying his ownership of
securities of the Company, exchanging information with the Company pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Companys operations, governance or
capitalization, or in proposing one or more of the other actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Person reserves the right to formulate other plans and/or make other proposals,
and take such actions with respect to his investment in the Company, including any or all of the
actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional
securities of the Company or dispose of all the securities of the Company beneficially owned by
them, in public market or privately negotiated transactions. The Reporting Person may at any time
reconsider and change his plans or proposals relating to the foregoing.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a) The Reporting Person may be deemed to beneficially own collectively an aggregate of
2,750,500 shares of Common Stock, representing approximately 7.2% of the shares of Common Stock
presently outstanding, such percentage being based on the number of shares of Common Stock
outstanding as of May 2, 2008 as set forth in the Companys Report on Form 10-Q for the period
ended March 31, 2008.
This consists of 838,700 shares of Common Stock owned by Capital LP; 175,000 shares of Common
Stock owned by Equity LP; 146,000 shares of Common Stock owned by Investors LP; 573,900 shares of
Common Stock owned by Overseas; and 1.016,900 shares of Common Stock owned by the Managed Accounts.
(b) The responses of Mr. Cooperman to (i) Rows (7) through (10) of the cover pages of this
statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference.
(c) Except as set forth above or in the attached Schedule I (with respect to the Mr. Cooperman
and the foregoing entities controlled by him), none of Mr. Cooperman or the foregoing entities
controlled by him has effected any transaction in shares of Common Stock during the 60 days
preceding the date hereof.
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Cusip No. G19522112
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13D
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Page 6 of 7
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(d) No other person is known by Mr. Cooperman or the foregoing entities controlled by him to
have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock reported in this Statement on Schedule 13D, except (i)
the
dividends from Common Stock or proceeds from the sale of shares of Common Stock reported by the
Managed Accounts may be distributed to the applicable investors therein, and (ii) Mr. Cooperman and
the foregoing entities controlled by him do not have the right to receive dividends from shares of
Common Stock for which they hold options, and the holder of such Common Stock has the right to
receive such dividends until the options are exercised. Other than as described in Item 5 hereof,
no investment partnership or limited partner thereof has an interest in shares of Common Stock
reported in this Schedule 13D representing more than five percent of the Common Stock outstanding.
(e) Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
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NONE
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT 1
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Letter, dated August 7, 2008, from Leon G. Cooperman to Michael Lee, the Companys
Chairman and Chief Executive Officer,
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: AUGUST 8, 2008
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LEON G. COOPERMAN, individually, as Managing
Member of Omega Associates, L.L.C. on behalf of
Omega Capital Partners, L.P., Omega Capital
Investors, L.P., Omega Equity Investors, L.P.,
and as President of Omega Advisors, Inc.
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By:
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/s/ Alan M. Stark
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Name:
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Alan M. Stark
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Title:
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Attorney-in-Fact
Power of Attorney on File
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Schedule I
Transactions in Shares of Common Stock by Leon G. Cooperman
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Number of
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Shares of
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Reporting Person
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Date
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Transaction
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Common Stock
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Price Per Share
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Managed Accounts
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06/09/08
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Purchase
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3,300
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$
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10.10
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Capital LP
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06/09/08
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Purchase
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2,500
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$
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10.10
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Equity LP
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06/09/08
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Purchase
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1,300
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$
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10.10
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Managed Accounts
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06/16/08
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Purchase
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44,500
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$
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9.77
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Capital LP
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06/16/08
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Purchase
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15,500
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$
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9.77
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Managed Accounts
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06/17/08
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Purchase
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6,800
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$
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9.69
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Capital LP
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06/17/08
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Purchase
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5,500
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$
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9.69
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Capital LP
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06/18/08
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Purchase
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3,600
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$
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9.55
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Managed Accounts
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06/18/08
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Purchase
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4,400
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$
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9.55
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Capital LP
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06/24/08
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Purchase
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2,100
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$
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9.49
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Managed Accounts
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06/24/08
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Purchase
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3,900
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$
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9.49
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Capital LP
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06/25/08
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Purchase
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300
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$
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9.50
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Managed Accounts
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07/01/08
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Purchase
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400
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$
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9.00
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Managed Accounts
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07/01/08
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Purchase
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55,000
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$
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9.11
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Managed Accounts
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07/14/08
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Purchase
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11,000
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$
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8.99
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Managed Accounts
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07/17/08
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Purchase
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31,600
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$
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9.05
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Managed Accounts
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07/21/08
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Purchase
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600
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$
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8.75
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Capital LP
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07/22/08
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Purchase
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13,200
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$
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8.75
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Equity LP
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07/22/08
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Purchase
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4,700
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$
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8.75
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Managed Accounts
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07/22/08
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Purchase
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8,600
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$
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8.75
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Capital LP
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08/01/08
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Purchase
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3,000
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$
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8.99
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Equity LP
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08/01/08
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Purchase
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2,100
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$
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8.99
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Managed Accounts
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08/01/08
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Purchase
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3,500
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$
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8.99
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EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Letter, dated August 7, 2008, from Leon G. Cooperman to Michael Lee, the Companys
Chairman and Chief Executive Officer.
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