Page 6 of 7 – SEC Filing
CUSIP No. 00790R104 | 13D | Page 6 of 7 |
The Reporting Persons intend to continuously review their investment in the Issuer and
reserve the right to change their plans and intentions at any time, as they deem appropriate, and to take any and all actions that they deem appropriate to maximize the value of their investment. Subject to market conditions, valuations, and
regulatory and any other approvals, the Reporting Persons may in the future acquire additional shares of the Issuer in open market transactions, privately negotiated transactions or otherwise or may determine to dispose of some or all of the shares
of the Issuer held by the Reporting Persons. There can be no assurance as to when, over what period of time, or to what extent they may decide to increase or decrease their ownership interest in the Issuer. The Reporting Persons may formulate
plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the Issuer (including but not
limited to the attitude of the Issuers board of directors, management and other shareholders), the general business and future prospects of the Issuer, or otherwise.
Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to: (a) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure;
(g) changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.
Item 5. | Interest in Securities of the Issuer. |
(a) and (b) See Items
7-11 of the cover pages. The percentages reported herein are calculated based upon the statement in the Issuers definitive proxy statement, as filed with the SEC on March 14, 2018 that there
were 20,913,251 shares of Common Stock of the Issuer outstanding as of February 27, 2018.
Shares reported herein for Abrams CM LP and Abrams CM LLC
represent shares owned by private investment vehicles for which Abrams CM LP serves as investment manager (collectively, the Abrams CM LP Accounts). Shares reported herein for Mr. Abrams represent the above referenced
shares reported for Abrams CM LLC. Mr. Abrams is the managing member of Abrams CM LLC.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The
responses to Items 3, 4 and 5 are incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 | Joint Filing Agreement filed by the Reporting Persons with the Securities and Exchange Commission on March 14, 2018. |