Page 9 of 17 – SEC Filing Item 4. Purpose of Transaction
The Filers purchased shares of Stock for investment purposes.
The Filers are engaged in the investment advisory business. In pursuing
this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that affect their investment
considerations, including, without limitation, current and anticipated future trading prices for the Stock and other securities,
the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s management, Issuer-related
competitive and strategic matters, general economic, financial market and industry conditions, as well as other investment considerations.
Depending on their evaluation of various factors, including those
indicated above, the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate in light
of circumstances existing from time to time. Such actions may include the purchase of additional shares of Stock in the open market,
through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through
privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Stock now owned or hereafter
acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative transactions
with respect to the Stock or otherwise pledge their interests in the Stock as a means of obtaining liquidity. The Filers may from
time to time cause any of Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. (the “Stadium Capital
Funds”) to distribute in kind to their respective investors shares Stock owned by such Stadium Capital Funds. In addition,
from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry participants
and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any other stockholders
of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to
the Issuer’s management, the Issuer’s Board of Directors (the “Board”) and the stockholders of the Issuer.
Any of the foregoing actions could involve one or more of the events referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change
in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
As previously disclosed, in 2011 SCM began discussions with the
management of the Issuer regarding board composition, and specifically about having an SCM representative join the Board. On October 25,
2011, the Board appointed the Filers’ designee, Dominic P. DeMarco, to the Board.
On December 18, 2014, SCM submitted a stockholder proposal pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to the Issuer for inclusion in the Issuer’s proxy statement
for its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). The text of the stockholder proposal is attached
as Exhibit B and incorporated herein by reference. The stockholder proposal urges the Board to take all necessary steps to eliminate
the classification of the Board and to require that all directors be elected on an annual basis instead of once every three years.
On December 18, 2014, SCM also submitted a letter to the Board outlining
some of its concerns with the Issuer’s corporate governance practices. The letter notes that Mr. DeMarco previously suggested
that the Issuer (i) repeal the classification of the Board; (ii) adopt majority voting in director elections; and (iii) eliminate
the supermajority vote requirements in its charter and bylaws. The letter further states that SCM (i) is submitting the stockholder
proposal described above; and (ii) invites its fellow stockholders to submit their own Rule 14a-8 stockholder proposals to the
Issuer prior to the deadline of January 1, 2015. A copy of the letter is attached as Exhibit C and incorporated herein by reference.
Page 9 of 17
Item 4. Purpose of Transaction
The Filers purchased shares of Stock for investment purposes.
The Filers are engaged in the investment advisory business. In pursuing
this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that affect their investment
considerations, including, without limitation, current and anticipated future trading prices for the Stock and other securities,
the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s management, Issuer-related
competitive and strategic matters, general economic, financial market and industry conditions, as well as other investment considerations.
Depending on their evaluation of various factors, including those
indicated above, the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate in light
of circumstances existing from time to time. Such actions may include the purchase of additional shares of Stock in the open market,
through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through
privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Stock now owned or hereafter
acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative transactions
with respect to the Stock or otherwise pledge their interests in the Stock as a means of obtaining liquidity. The Filers may from
time to time cause any of Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. (the “Stadium Capital
Funds”) to distribute in kind to their respective investors shares Stock owned by such Stadium Capital Funds. In addition,
from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry participants
and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any other stockholders
of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to
the Issuer’s management, the Issuer’s Board of Directors (the “Board”) and the stockholders of the Issuer.
Any of the foregoing actions could involve one or more of the events referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change
in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
As previously disclosed, in 2011 SCM began discussions with the
management of the Issuer regarding board composition, and specifically about having an SCM representative join the Board. On October 25,
2011, the Board appointed the Filers’ designee, Dominic P. DeMarco, to the Board.
On December 18, 2014, SCM submitted a stockholder proposal pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to the Issuer for inclusion in the Issuer’s proxy statement
for its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). The text of the stockholder proposal is attached
as Exhibit B and incorporated herein by reference. The stockholder proposal urges the Board to take all necessary steps to eliminate
the classification of the Board and to require that all directors be elected on an annual basis instead of once every three years.
On December 18, 2014, SCM also submitted a letter to the Board outlining
some of its concerns with the Issuer’s corporate governance practices. The letter notes that Mr. DeMarco previously suggested
that the Issuer (i) repeal the classification of the Board; (ii) adopt majority voting in director elections; and (iii) eliminate
the supermajority vote requirements in its charter and bylaws. The letter further states that SCM (i) is submitting the stockholder
proposal described above; and (ii) invites its fellow stockholders to submit their own Rule 14a-8 stockholder proposals to the
Issuer prior to the deadline of January 1, 2015. A copy of the letter is attached as Exhibit C and incorporated herein by reference.
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