Free Appendix - District Court of Delaware - Delaware


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Date: April 16, 2007
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State: Delaware
Category: District Court of Delaware
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Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 1 of 30

Page2Oof54

CHECK ITEMS

BOX

DISCLOSURE OR

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

California

NUMBEROF
SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH SHARED VOTING BY SOLE VOTING

POWER

50000

POWER

-0-

SOLE

DISPOSITIVE

POWER

50000

10

SHARED

DISPOSITIVE

POWER

-0

11

AGGREGATE

AMOUNT

BENEFICI1LLY

OWNED

BY

EACH

REPORTING

PERSON

50000

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CL1SS

REPRESENTED

BY

AMOUNT

IN

ROW

11

0.1%

14

TYPE

OF

REPORTING

PERSON

00

California

limited

liability

company

Based

on
as

49638452
reported in

shares the

of

Common

2000

Issuers

Stock outstanding most recent Form

as

of April

-30

10Q

14

PAGE

CUSEP

No

218103109

13D

Page

15

of

39

Pages

http//www.sec.gov/Archives/edgar/data/9241

74/000091205700033436/0000912057-00-03..

3/8/2007

A391

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 2 of 30
of54

Page2l

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Anthew.Blank

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP

b/X/
SEC USE ONIX

SOURCE

OF

FUNDS

NOt

applicable

CHECK ITEMS

BOX

IF

DISCLOSURE

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

United

States

NUMBER SHARES

OF SOLE VOTING

POWER

200000

BENEFICIALLY BY OWNED EACH

REPORTING
PERSON WITH

SHARED

VOTING

POWER

-0-

SOLE

DISPOSITIVE

POWER

2015000

10

SHARED

DISPOSITIVE

POWER

-0-

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

200000

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BYAMOUNT

IN

ROW

11

0.4%

14

TYPE

OF

REPORTING

PERSON

IN

http//www.sec.gov/Archives/edgar/data/924

1174/000091205700033436/0000912057-00-03..

3/8/2007

A392

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 3 of 30

Page22ofS4

Based

on
as

49638452
reported in

shares the

of

Conunon

Stock

2000

Issuers

most

outstanding recent Form

asof

April

30

i0Q

15

PAGE

CUSIP

No

218103109

13D

Page

16

of

39

Pages

NANE IRS

OF

REPORTING

PERSON

IDENTIFICATION Heller

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Harry

Falk

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OFA GROUP
/X/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

rF

DISCLOSURE

2d

OR

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

UMted

States

NUMBER SHARES

OF SOLE BY VOTING

POWER

35000

BENEFICIALLY OWNED EACH REPORTING PERSON WITH SHARED VOTING

POWER

SOLE

DISPOSITIyE

POWER

35000

10

SHARED

DISPOSITI.VE

POWER

0-

http//www.sec.gov/Archives/edgar/dataJ924

174/000091205700033436/000091

2O57-00-03.

3/8/2007

A393

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 4 of 30

Page 23 of 54

1.

AGGREGATE

ANOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTIMG

PERSON

35000

12

CHECK

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

CERTAIN

SHARES

13

PERCENT less

OF

CLASS 0.1%

REPRESENTED

BY

AMOUNT

IN

ROW

11

than

14

TYPE

OF

REPORTING

PERSON

IN

Based

on
as

49638452
reported in

shares the

of

Common

Stock

2000

Issuers

most

outstanding recent Form

as

of April

30

10Q

16

PAGE

CUSIP

No

218.103109

13D

Page

17

of

39

Pages

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF ABOVE

PERSONS

ENTITIES

ONLY

Philip

Handy

CHECI

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP

b/X/
SEC USE ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

/1

http//www.sec.gov/Archives/edgar/data/924

74/000091205700033436/0000912057-00-03..

3/8/2007

A394

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 5 of 30

Page24of54

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

United

States

NUMBER SHARES

OF SOLE VOTING

POWER

100000

BENEFICIALLY OWNED EACH REPORTING PERSON WITH SHARED VOTING
BY

POWER

-0-

SOLE

DISPOSITIVE

POWER

100000

10

SHARED

DISPOSITIVE

POWER

-0

11

AGGREGATE

AOUNT

BENEFICIALLY

OWNED

Hi

EACH

REPORTING

PERSON

100000

12

CHECK

BOX

IF

THE

AGGREGATE

IMOUNT

IN

ROW

11

EXCLUDES

CERTAIN

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

ANOUNT

IN

ROW

11

2.0%

14

TYPE

OF

REPORTING

PERSON

IN

Based as reported

on

49638452
in

shares

of

Common recent

Stock Form

outstanding

as

of

April

30

2000

the

Issuers

most

1OQ

17

PAGE

CUSIP

No

218103109

13D

Page

18

of

39

PØges

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF ABOVE

PERSONS

ENTITIES

ONLY

Heller

Family

Limited

Partnership

CIECI

THE

APPROPRIATE

BO

IF

MEMBER

OF

GROUP

httpllwww.sec.gov/Archives/edgar/data/9241

4/Q00091

205700033436/000091

2057-00-03..

3/8/2007

A395

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 6 of 30

Page2S of54

b/X/

SEC

USE

ONLY

SOURCE

OF

FUND

Not

applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

Florida

NUMBER SHARES

OF SOLE VOTING

POWER

125000

BENEFICIALLY OWNED EACH REPORTING PERSON WITH SOLE DISPOSITIVE SHARED VOTING BY

POWER

-0-

POWER

125000

10

SHARED

DISPOSITIV.E

POWER

-0-

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

125 000

12

HECt

BOX

IF

THE

AGGREGATE

ANOUNT

IN

ROW

11

EXCLUDES

CERTAIN

ShARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

0.3%

14

TYPE

OF

REPORTING

PERSON

OOa
Common

Florida

lijsited

partnership

Based
as

on

49638452
in the

shares

of

Stock

outstanding.as

of

April

30

2000

reported

Issuers

most

recent

Fom 1O-Q

18

PAGE

74/000091205700033436/0000912057-00-03..
http//www.sec.gov/ArchiVeS/edgar/dataJ924l

3/8/2007

A396

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 7 of 30

Page26of54

CUSIP

No

218.103109

13D

Page

19

of

39

Pages

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS
UTA

OF ABOVE dated

PERSONS

ENTITIES

ONLY

Bernard

Osher

Trust

388S

CHECI

THE

APPROPRIATE

BOX

-IF

MEMBEEOF

GROUP
/X/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

OF

LEGAL

PROCEEDINGS

IS

2d

REQUIRED

PURSUANT

TO

2.e

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

California

NUMEROF
SHARES BENEFICIALLY OWNED EACH
BY-

.7

SOLE

VOTING

POWER

875000

REPORTING PERSON WITH

SHARED

VOTING

POWER

50000

SOLE

DISPOSITIVE

POWER

875000

10

SHAREO

DISPOSITIVE

POWER

50000

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PESON

925000

12

CHECK CERTAIN

BOX

IF-THE

AGGREGATE

AMOUNT

IN

ROW

-11

EXCLUDES

SHARES

httpI/www.sec.gov/Archives/edgar/data/924

174/000091205700033436/000091205700-03..

3/8/2007

A397

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 8 of 30
of 54

Page27

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

1.9%

14

TYPE

OF

RE1ORTING

PERSON

00

California

trust

Based
as

on

49638452
in the

shares

of

Common recent

Stock Form

outstanding

as

of

April30

2000

reported

Issuers

most

10Q

19

PAGE

CUSIP

No

218103109

13D

Page

20

of

39

Pages

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY1

JB

Capital

Management

Inc

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP
/X/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

/I
CITIZENSHIP OR PLACE OF

ORGANIZATION

Florida

NUMBER SHARES

OF SOLE VOTING

POWER

-0-

BENEFICIALLY OWNED EACH
BY

http//www.secgoV/ArchiVeS/edgar/data/924l74/000091

205700033436/0000912057-00-03..

3/8/2007

A398

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 9 of 30

Page28ofS4

REPORTING PERSON WITH

SiIARED

VOTING

POWER

50000

SOLE

DISPOSITIVE

POWER

0-

10

SHARED

DISPOSITIVE

POWER

50000

11

AGGREGATE

ANOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

50000

12

CHECK

BOX

IF

THE

AGGREGATE

ANOUNT

IN

ROW

11

EXCLUDES

CERTAIN

SHARES

13

PERCENT

OF

CLASS REPRESENTED

BY

ANOUNT

IN

ROW

11

0.1%

14

TYPE

OF

REPORTING

PERSON

CO

Based as reported

on

49638452
in the

shares

of

Common recent

Stock Form

outstanding

asof

April

30

200Q

Issuers

most

1O-Q

20

PAGE

--

CUSIP

No

218103109

13D

Page

21

of

39

Pages

1.

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION Osher

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

.-

Bernard

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP
JX1-

SEC

USE

ONLY

httpllwww.see.gov/Archives/edgar/data/924

74/000091205700033436/0000912057-00-03..

3/8/2007

A399

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007
Page

Page 10 of 30
29 of 54

SOURCE

OF

FUNDS

Not applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

2d

2e

OF LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANrZATION

United

States

NUMBEROF
SHARES BENEFICIALLY SOLE VOTING

POWER

875000

OWNED BY EACH
REPORTII1G

SHARED

VOTING

POWER

50000

PERSON WITH SOLE DISPOSITIVE

POWER

875000

10

SHARED

DISPOS-ITIVE

POWER

50000

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

925000

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

1.9%

14

TYPE

OF

REPORTING

PERSON

IN

Based as reported

on

49638452
in the

Issuers

shares of Comuton nost recent

Stock
Form

outstanding

as

of

April

30

2000

10Q

21

PAGE

CUSIP

No

218103109

13D

Page

22

of

39

Pages

205700033436/0000912057-00-03..
http//www.sec.gOv/ArchiVeS/edgar/dath1924174/000091

3/8/2007

A400

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 11 of 30

Page3Oof54

-1

NANE IRS RHH

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Company

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP

b/X/
SEC USE ONLY

SOURCE

OF

FONDS

Not

applicable

CHECK ITEMS

BOX

IF

DISCLOSURE

2d.OR

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANTTO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

Florida

NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTINGPERSON WITH BY

SOLE

VOTING

POWER

875000

SHARED

VOTING

POWER

0-

SOLE

DISPOSITIVE

POWER

875000

10

SHARED

DISPOSITIVE

POWER

-0--

11

AGGREGATEAMOUNT

BENEFICIALLY

OWNEDBY

EACH

REPORTING

PERSON

875000

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN-ROW

SHARES

11

EXCLUDES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

1.8%

http//www.sec.gov/Archives/edgar/clataJ924l

74/000091

205700033436/00009120570003..

3/8/2007

A401

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 12 of 30

Page3l

of54

14

TYPE

OF

REPORTING

PERSON

CO

Based
as

on

49638452
in the

shares

of

Ccnnmon

Stock Form

outstanding

as

of

April

30

2000

reported

Issuers

inst

recent

l0Q

22

PAGE

CUSIPNO

218103109

13D

Page

23

of

39

Pages

NANE IRS

OF

REPORTING

PERSON

IDENTIFICATION

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Richard

Haydon

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP

bJX/
SEC USE ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

IF

DISCLOSURE

2d

OR

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TQ

1/

CITIZENSHIP

OR

PLACE

OF

ORGANIZATiON

United

States

NUMBEROF
SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH SOLE DISPOSITIVE SHARED VOTING
BY

SOLE

VOTING

POWER

942909

POWER

-0-

POWER

942909

http//www.sec.gov/Archives/edgar/dataI924l

74/000091205700033436/0000912057-00-03..

3/8/2007

A402

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007
Page

Page 13 of 30
32 of 54

10

SHARED

DISPOSITIVE

POWER

770500

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

1713409

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

3.5%

14

TYPE

OF

REPORTING

PERSON

IN

Basedon 2000
as

49638452
reported in

shares the

of

Common

Stock

Issuers

most 23

outstanding recent Form

as

of

April

30

l0Q

PAGE

CUSIP

No

218103109

13D

Page

24

of

39

Pages

NAME IRS

OF

REPORTING

PERSON

IDENTIFICATION Oak

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Bedford

Partners

LP

CHECK

THE

APPROPRiATE

BOX

IF

MEMBER

OF

GROUP

/1
/X/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK

BOX

IF

DISCLOSURE

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

http//www.sec.gov/Archives/edgar/data/924.1

74/000091205700033436/0000912057-00-03..

3/8/2007

A403

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 14 of 30

Page33ofS4

ITEMS

OR

1/

CITIZNSIIP

OR

PLACE

OF

ORGANIZATION

Delaware

NUMBER SHARES

OF SOLE VOTING

POWER

1785000

BENEFICIALLY OWNED EACH REPORTING PERSON WITH SOLE DISPOSITIVE SHARED VOTING BY

POWER

-0-

POWER

1785000

10

SHARED

DISPOSITIVE

POWER

-0-

11.

AGGREGATE

\NOUNI

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

1785000

12

.CHECK

BOX

IF

TH

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

CERTAIN

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

3.6%

14

TYPE

OF

REPORTING

PERSON

00

Delaware

Limited

Partnership

Based

on as

49 638
reported

452 in

shares the

of

Common

Stock

2000

Issuers

most

recent

as outstanding Form 10-Q

of

April

30

24

PAGE

CUSIP

No

218103109

130

1age

25

of

39

Pages

NAME IRS

OF

REPORTING

ERSON
NOS
OF ABOVE PERSONS

IDENTIFICATION Oak

ENTITIES

ONLY

Bedford

Advisors

LLC

ittp//www.sec.gov/ArchiVeS/edgaT/da/924

74/000091205700033436/000091

2057-O003..

3/8/2007

A404

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 15 of 30

Page34of54

CHECK

THE

APPROPRIATE

BOX

IFA

MEMBER

OF

GROUP
IX/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX.IF

DISCIOSURE

2d

OR

2e

OF.LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT.TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

Delaware

NUMBER SHARES

OF SOLE BY SHARED VOTING VOTING

POWER

1785000

BENEFICIALLY OWNED EACH REPORTING PERSON WITH SOLE DISPOSITIVE

POWER

-0-

POWER

10

SHARED

DISPOSITIVE

POWER

-0-

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

1785000

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

3.6%

14.

TYPE

OF

REPORTING

PERSON

00

Delaware

limited

liability

company

htp//www.sec.gov/Archives/edgar/data/9241

74/000091

205700033436/00009

2057-00-03...

318/2007

A405

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 16 of 30
of 54

Page 35

.1

Based

on
as

49638452
reported
in

shares the

of

Common

Stock

outstanding

as

of

April

30

2000

Issuers

most

recent

Form

10Q

25

PAGE

CUSIP

No

218103109

130

Page

26

of

39

Pages

MANE IRS

OF

REPORTING

PERSON

IDENTIFICATION Eisen

NOS

OF

ABOVE

PERSONS

ENTITIES

ONLY

Harvey

CHECK

THE

APPROPRIATE

BOX

IF

MEMBER

OF

GROUP
/X/

SEC

USE

ONLY

SOURCE

OF

FUNDS

Not

applicable

CHECK ITEMS

BOX

IF OR

DISCLOSURE

2d

2e

OF

LEGAL

PROCEEDINGS

IS

REQUIRED

PURSUANT

TO

CITIZENSHIP

OR

PLACE

OF

ORGANIZATION

United

States

NUMBEROF
SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH SOLE DISPOSITIVE SHARED VOTING BY
.-

7.

SOLE

VOTING

POWER

1785000

POWER

-0--

POWER

1785000

10

SHARED

DI.SPOSITIVE

POWER

-0-

http//www.sec.gOV/ArChiVeS/Cclgar/data/924

174/000091205700033436/0000912057-00-03..

3/8/2007

A406

Case 1:04-cv-01565-SLR

Document 124-14

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Page 17 of 30

Page36of54

11

AGGREGATE

AMOUNT

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

17850.00

12

CHECK CERTAIN

BOX

IF

THE

AGGREGATE

AMOUNT

IN

ROW

11

EXCLUDES

SHARES

13

PERCENT

OF

CLASS

REPRESENTED

BY

AMOUNT

IN

ROW

11

3.6%

14

TYE

OF

REPORTING

PERSON

IN

Based

on as

49638452
reported

shares in the

of

2000

Isuers

Common Stock outstanding most recent Form

of

April

30

1OQ

26

PAGE
Item SECURITY This l3D on AND

ISSUER
constitutes filed to with
the

statement

Amendment the shares of

No
conmion

to

the

Statement Commission $0.001.par corporation

on

the

Schedule
2000

13D
and
of

Securities

Exchange

SEC
yalue

Schedule

the

July 18 Coiunon

relates Coram

stock

Stock

Healthcare

Corp

Delaware

Issuer
The Seventeenth Item

Street
IDENTITY Item

executive principal Suite 2100 AND

offices Denver

of

Issuer

are

lodated

at

1.125

Colorado

80202

BACKGROUND
and restated of to read
in

is

amended to Rule
as of

its

entirety under

as

follows
Securities file Ann this

Pursuant Exchange Schedule Robert Act 13D of

13d1k
amended the Ann

1934
behalf Family

the
an

Act

Regulation
thee

13DG

the

on Lurie

Robert

undersigned hereby Lurie Foundation f/k/a

Foundation
Mark Slezak

Lurie
limited Jackson

Foundation
liability

company

Partners Square Jackson Square Partners

Samstock Jeanmaire Weinstein Ms Weinstein California limited Jackson L.P partnership
Management Will

Mr

Illinois

Slezak

corporation not-forprofit Delaware Samstock L.L.C

LLC

California Will

limited Trust Weinstein

company

Jackson

Management
trust Imber

Weinstein

Revocable

liability UTJ\ dated

22790
Weinstein
BaldridgU

California

Ms

Peter

Mr

Weinstein

Trust
Scott

Imber

Baidridge

Jerome

Blank

Blank
OshLr Trust the

AEOW

96
dated

Mr

Dalton

Blank
liability

Mr

Mr

Dalton
Andrew

Heller Falk Harry Limited Partnership
IJTA

hr

LLC

California

limited

Falk

Florida

38-88
Florida

Philip Handy limited partnership California trust

Mr

Handy

company Heller

Mr AEON
Blank the Family Bernard Capital

Michiko

Management

Inc
RHH

Osher
Haydon

Company Bedford Oak Partners

Capital Corporation Florida Corporation
L.P

JB

Heller L.P.Osher Trusty JB
Bernard Richard Bedford

RHH

Osher

Mr

Bedford Partners

Haydon Oak Advisors

Mr

http//www.sec.gov/Archives/edgar/data/924

174/000091205700033436/0000912057-00-03..

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A407

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 18 of 30

.Page

37 of 54

Eisen Bedford Advisors and Harvey Eisen The Lurie Mr Slezak Samatock Ms Weinstein Jackson Partners Jackson Weinstein Mr Weinstein Mr Dither Mr Dalton Ms Trust Manageme1t Mr Mr Faik Mr Handy the Belier Blank Blank AEOW Baidridge Mr L.P the 0her Trust JB Capital Mr Osher RHH Mr Haydon Bedford Partners LLC

Mr

Foundation

Bedford

Advisors
as

and the

Mr

Eisºn

are

sometimes

hereinafter

referred

to

collectively As the Issuer

Repprting
in Item

Persons
below
the Reporting Persons absent themare-concerned that

described may be

their

interests
In theix

considering restructuring that would be 3naterialiy detrimental to efforts to

representationof

in may engage to constitute

actions

Neither
as

the meaning of Section nor anything.contined herein shall be filing the Reporting Persons with any anadmissioi-that together the present

group

directly within

their interests protect or through agents such

the that

Reporting they

13d

Persons may be deemed of the Act construed the

the or Management an admission

ii

Section owned

13d

by any is filing this Amefldment each Person No to Schedule Act Reporting and-not of Attached hereto its own behalf on behalf any other person made to Rule Ehibit is the statement pursuant iii of

for any purpose or Trust constitute perso1 or that any of the Reporting Persons of are for the purposes of iiy of the securities or owners 13g of the Act beneficial Persons Pursuant to Rule under the other Reporting

group

l3d1k

130
as

on

l3dlk

Regulation

13D-G

of

the

General

Rules

and

Regulations

under

the

Act

27

PAGE

LURIE

FOUNDATION

TheLurie is an Illinois Foundati9n business of which is philanthropy principal address of the Lurie Foundation is Two North Chicago Illinois Lurie President 60606
The principal officer

notforprofit
The

corppration
and

the office Ann

business principal Riverside Suite Plaza
of

1500
is

the

Lurie

Foundation

MR Mr
address

SLEZAK Slezak North financial

is

is Two

Riverside

advisor Plaza Suite

His

principal

and

business

office

l5OO Chicago

Illinois

6Q606

SAMSTOCK Samstock business of which Riverside and Bill Delaware limited
Its

is is

liability

company
and business Illinois are

the

investments Plaza
Pate Suite and

principal

principal office address Sam Zeil
of is

is the

TwoNorth President Samstock

1500

Chicago

60606

Donald

Liebentritt

VicePresidents

MS Ms
Square

WEINSTEIN Weinstein 909

is

nutritionist Street

Her

Partners

Montgomery

Suite

principal 600 San

address

is

do

Jackson

Francisco

California

94109
JACKSON PARTNERS

http//www.sec.gov/Archives/edgar/data/924

174/000091205700033436/0000912057-00-03..

3/8/2007

A408

Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007
Page

Page 19 of 30
38 of 54

Jackson business office
of

Partners
is

is

California

limited

partnership

th

which
is

an

investment

address The

909

94133
an Act of

general

partner

Montgomery of Jackson

partnership Suite Street
Partners Section the under
is

Its

600
is

and principal San Francisco of the

pr.ncipa1 business California which Advisers
is

Jackson

Management
Investment

investment

1940

registered Trust TheWeinstein

advisor

203

executive of

Management
Iruber and share

Mr
Dalton

Weinstein and

is

thesole

trustee

of Jackson member-manager the Weinstein Trust Messrs

Ms

investment JACKSON

power

over

are managermembers of Jackson Baidridge Management Jackson Partners investment portfolio

and

MANAGEMENT

Jackson principal.business office- address is

Management of which 909

is is

Califrnia
an investment

limited

advisor 600 1940
Qf the

liability company the Its principal and.business San is

91133
Section Jackson Imber share

Jackson 203 of

Management
the The and

Montgomery which

Street
is

Suite

Francisco
registered general the

California under partner
of

Investment Weinstein
is

an Advisers Trust sole

investment Act
is of

advisor

of Jackson and

Partners

the.exØcutive

membermanager
Weinstein
Trust.-

Management
and

Mr

Weinstein
Ms.-

the

trustee

Messrs

Dalton

investment WEINSTEIN

power TRUST

.are membermanagers of Jackson Baidridge Management Partners investment over Jackson pQrtflio

The business

Weintstein address

Trust
is 909

is

California

revocable Suite

office

Montgomery

Street

trust 600

Its

principal

and

28

PAGE
San

Francisco

member-manager under Section of Jackson

California Jackson of 203

94133

The

Weinstein which the
is

Management
Investment Weinstein
is

is the Trust an investment

executive advisor registered

of the Partners Mr
WEINSTEIN Weinstein and is

Advisers

Act of 1940 and the general partner sole trustee Trust of the Weinstein

MR Mr
His San principal

the

Executive

business

office

address

Management MemberManager of Jackson Suite 600 is909 Montgomery Street

Weinstein

of the California -94133 Mr Weinstein i4s the sole trustee Francisco which is theexecutive member-manager of Jackson Trust Management Section 203 Jackson is- an investment advisor under Management which registered of Jackson of the Investment Advisers Act of 1940 is the partner general Partners

MR Mr
business Califrnia

IMBER Imber of Member-Manager is 909.Montgomery together with and Jackson

is

office

address

Street

94133

Mr

Imber

Mr

Management His principal Suite 600 San Francisco Dalton and Ms Baidridge is
investment power over Jackson

and

of Jackson manager-member Management Partners investment portfolio

shares

MR Mr
business

DALTON Dalton

is

MemberManager
is 909

of

Jackson

office

address

Montgomery

Street

Suite

Management His principal 600 San Francisco

and

http//www.secgov/Archives/edgar/data/924174/0000912O570Q03343/0O00912057-00-03..

3/8/2007

A409

Case 1:04-cv-01565-SLR

Document 124-14

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Page 20 of 30

Page39of54

california

94133

Mr

Dalton

together

with and

Mr

Imber

and

Ms

Baidridge
over

is

Jackson of Management manager-member Partners inieslment portfolio.-

shares

investment

power

Jackson

MS Ms
and business California

BALDRIDGE

Baidridge office address

MemberManager
is

of

Jackson

Management

Her San

principal

909

94133

Ms

Baidridge

Suite 600 Street Montgomery with Messrs Imber and together and shares investment power

Francisco is Dalton
over Jackson

of Jackson Management mnanagermnember Partners investment portfolio

MR Mr Inc
Suite His

BLANK blank Chairman business
of

is

the

Board address

of
is

Directors

of

National Dixie

Brands

principal

and

office

950

South

Highway

900

Miami

Florida

33156

AEOW AEOW
is

California address
is

limited

liability

company
Suite

Its

business
California

office

909

Montgomery

Street

600

and principal San Francisco

94133

MR Mr
business office

BLA11K

Blank

is

address

of National Brands Inc His President Suite 900 South Dixie Highway is 9350

and principal Miami FlOrida

33156

29

PAGE
MR Mr
addres
is

FALK Faik
is investor private Brothers Packaging

His
288

leller

Co

office and business principal Florida Winter-Garden 9th Street

34787

MR

HANDY

Mr Handy is Park address is Winter Park Florida 32789
HELLER Heller business Winter office

private Capital

investor

His

Co

222

West

principal Comstock

and

business Suite

Ave

210

office Winter

L.P L.P
is is

Florida Heller The

limited Brothers general

address Florida
of

Garden

34787
is

and Its principal partnership.288 9th Street Packaging Cot of Heller L.P is RHH partner

The

principal

officer OSHER

RHH

Mr

Heiler

TRUST Trust 909
is

The office
--

Osher
is

California

trust
Suite

Its

address

Montgomery

Street

300

and principal San Francisco

business California

http//www.sec.govlArchiVeS/edgardata/9241

74/000091205700033436/00009

2057-00-03..

3/8/2007

A410

Case 1:04-cv-01565-SLR

Document 124-14

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Page 21 of 30
Page400f54

94133

MR Mr
is

OSBER

Osher

is

an

investor
Suite

His

909

Montgomery JB CAPITAL

Street

300

and business office principal address San Francisco California 94133

JB address
is

Capital
.909

is

Florida

Montgomery

Street

Its corporation principal Suite 300 San Francisco

and

business

office

California

94133

RNH RHH is leller Florida

is

corporation

Its 9th

Brothers

Packaging

Co

288

Street

and principal Winter

business

office Florida

address

Garden

34787

MR

HAYDON
Haydon
is

Mr
address
is

an

investment

advisor Partners

His 1114

York

New

Strategic York 1.0036

Restructuring

principal Avenue of

and the

business

office New

Americas

BEDFORD Beford business office

PARTNERS Partners- is Delaware limited is an investment partnership 100 South Bedford

partnership
Its

the

of which .address is

Road

Mount

and principal Kisco NY 10549

principal business

BEDFORD Beford business address of
is

ADVISORS is Delaware Mount limited

Advisors

which is an investment 100 South Bedford Road

advisor

liability Its principal Risco NY 10549

company
and

the

business

principal office

30

PAGE

MR Mr
address
is

RISEN Eisen South an investment

is

advisor
Mount

100

Bedford

Road

His principal Kisco NY 1054g

and

business

office

None been convicted in

of the Reporting Persons has during the last five criminal proceeding excluding traffic violations

years
or similar

misderneanos
None been of the Reporting Persons

has

during

the

last

five

years
to

civil of party to proceeding and competent jurisdiction as result

judicial or administrative body of of such was or is subject proceeding future or violations

judgment
or any

decree

or

final

order

enjoining

of

activities mandating subject to federal violation with respect to such laws The Lurie Foundation are
is

state

securities

or prohibiting laws or finding

an

Illinois limited Jackson

notfor-profit
liability Partners

corporation

Sanstock Partners

afd
is

Bedford Delaware

Advisors limited

Delaware

partnership

Bedford conipanies is California

http//www.sec.gov/Archives/edgar/data/924

174/00.0091205700033436/000091205700-03..

3/8/2007

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Case 1:04-cv-01565-SLR

Document 124-14

Filed 04/17/2007

Page 22 of 30

Page

41

of

54

limited

liability

partnership companies
JB Capital in this

Jackson The and All Item

Management Trust

and and

AEOW the

re

Califonia
Trust are

limited California

WinstØin

Osher

trusts
limited

RHH

partnezship

identified Item

Florida are Florida corporations Heller L.P is who are natural of the Reporting Persons persons are citizens of the United States OF FUNDS OR OThER

SOURCE Item

AND

AMOUNT restated

CONSIDERATION

is

in its

entirety

as

follows

tt

Applicable
OF

Item

PURPOSE

TRANSACTION
restated
in

Item The quarter suffered ended

is

its

entirety

as

follows

Issuer March As

requirements

number and reorganizations Quarterly Report

has disclosed in its Quarterly Report on Form .O-Q for the that it may.not be able to meetjts increased cash .31 2000 disclosed in that Report and elsewhere the Issuer has financial difficulties of and has engaged inseveral restructurings
as

result

of

those

difficulties

The

states

that

has experienced on liqiidity due to its current pressure of its cash collections with levels of debt and the pace compared its obligations its vendors to pay and suppliers creditors its business in plan for operations employees Coram has reviewed Coram of the Aetna Master Agreement the light of the termination sale of the cPs business of RNet and the potential liquidation results that Corains business for financial plan does not provide would sufficient to discharge debt dbligations guarantee liquidity due in Fiscal 2001 doming or guarantee payment debt during Fiscal 2000 Coram is currently in the holders of cash interest discussions with
on

of the
debt conversion

Series of

and

SeriesB
Such

additional include form and

restructuring
of

material

Notes regarding would restrudturing of thIs debt portion

likely to some

amount

equity

31

PAGE

their course

The Reporting interests in the of action
of

Persons

are

each

concerned to

that
the

that

contemplated is materially

discussions
detrimental

absent representation Issuer may embark upon their interests and the

of

interests

are particularly concerned that.a They would be unduly dilutive of their interests may be pr9posed restructuring the Reporting have each -Persons counsel to represent them Therefore engaged with respect to theirS-investments in the Issuer in general and any proposed of the obligations restructuring Notes in particular As PersOns propose
or an

other that

shareholders

represented

by

the

Issuers

Series

and

Series

part portion

of

the
Of

process may

of

them

oppose

their interests the Reporting protecting the Issuers restructuring proppsal

a1terntive
of

Issuers

board

restructuring directors make or such
as

proposal
other

request

proposals

on representation with respect to an
or-

the

extraordinary

transaction

merger

reorganization

liquidation

of

htp//www.sec.gov/Arehives/edgar/data/924

174/000091205700033436/0000912057-00-03..

3/8/2007

A41

Case 1:04-cv-01565-SLR

Document 124-14

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Page 23 of 30

Page42of54

the will

Issuer
join

The them

in

Persons Reporting also anticipate their effotts tp protecting the market conditions the the Stock and other

that

interests

additionaishareholders of the shareholders
that.each may may

Depeflding

on

factors Persons or in

dem

material additional or may own or

to its investment
shares of Common

decision
in

Reporting open

market that

purchase transactions private Reporting Persons now

of all or dispose portion hereafter may acquire

of

the Shares

such

Other than as described in Item and this Item none of the Persons has any plans Reporting or proposals which relate to or would result in suEparagraphs described any of the matters of Item through of Sdhedule the right to 13D although they reserve such .plans develop Item INTEREST Item Each of Common recent most of Form
IN

in

SECURITIES and

OF

THE

ISSUER
to

is

amended

restated
in

read Item

in its

entirety on

as

follows

the

calculations
as

this

isbased

Stock

outstanding

of

April

30

2000

asreported

49638452 shares in the Isuers

l0-Q

Reporting Section

13d
of

descibed Solely by virtue of the matters in Item the above Persons to constitute may be deemed within the meaning group of the Act and may be deemed to have beneficial acquired the shares
of Common The Reporting

of

ownership the other of total 25.7% of beneficial

Stock owned or deemed owned beneficially Reporting Persons in the aggregate own 12754309 shares of Common Stock which constitutes approximately the outstanding Common Stock Each Reporting Peron disclaims

by

Perons

ownership

of

all

such

shares

of

Common

Stock

owned

Persons

by

other

Reporting

LURIE The

FOUNbATION

Foundation which

number of shares of Common Stock aggregate that the Lurie owns pursuant to Rule 13d-3 beneficially of the Act is 999 900 constitutes 8.1% of the outstanding approximately of Common Stock shares

MR
The beneficially constitutes

SLEZAK number aggregate owns pursuant to approximately of

shares

of of

CommoN the

Stock
is

that of

Mr

Slezak which

Rule of

13d3
the

Act

606000

1.%

outstanding

shares

Common Stock

32

PAGEr
SANSTOCK The beneficially constitutes

number aggregate owns pursuant to approximately 0.9%

of

shares

of of

Common the

Stock
is

that of

Sainstock

Rule of

13d3
the

Act

450000

which

outstanding

shares

Common

Stock

MS.WEINSTEIN The beneficially

number aggregate owns pursuant to

of

shares 13d-3

of
of

Common the

Stock
is

that

Ms.Weinstein

Rule

Act

450000

which

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A41

Case 1:04-cv-01565-SLR

Document 124-14

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Page 24 of 30

Page 43of54

constitutes-approximately JACKSON PARTNERS

1.2%

of

the

outstanding

shares

of Common Stock

The beneficially constitutes

aggregate-number owns pursuant approximately MANAGEMENT

of to 4.0%

shares

of of

Common the

Stock
is

that

Rule of

13d3
the

Act

965
of

Partners Jackson 000 which

outstanding

shares

Common

Stock

JACKSON The beneficially constitutes

aggregate owns

number to 4.0%

of

shares 13d-3 the

of of

Common the

Stock is shares

that of

pursuant

Rule of

Act

1965000

Jackson Management which

approximately TRUST

outstanding

Common

Stock

WEINSTEIN The beneficially constitutes

aggregate owns

number to

of

shares

of

Common

Stock

that-

the

Weinstein which

Trust

pursuant

Rule

approximately WEINSTEIN

4.1% of

of the Act is .13d3 the outstanding shares

015 000
of Common

Stock

MR
The beneficially constitutes

number of shares of Common Stock that Mr Weinstei.n aggregate to Rule 13d3 of the Act is 2015000 which owns pursuant 4.1% of the outstanding shares of Common Stock approximately IMBER aggregate owns number to
0%

MR
The beneficially constitutes

of of

shares 13d-3 the

of of

Common the

Stock
is

that of

Mr

Imber which

pursuant

Rule

Act

1965000
Common

approximately DALTON

outstanding

shares

tock

MR
The beneficial1y constitutes

number of shares of Common Stock that Mr. Dalton aggregate to Rule 13d3 of the Act is 1965000 which owns pursuant 4.0% of the outstanding shares of Common Stock approximately BALDRIDGE number aggregate to owns pursuant approximately BLANK number aggregate owns pursuant to approximately 0.8% shares of
of 4.0%

MS
The beneficially constitutes

of

shares the

of
of

Rule13d3
of

Common Stock the Act is

that

Ms

1965000
of

Baidridge which

outstandin

shares

Common

Stock

MR
The benefiCially constitutes

of

Common the

Stock is

Rule
of

13d3
the

Act

that Mr 400000
of

Blank which

outstanding

shares

CommonStock

33

PAGE
MR
The beneficially constitutes BLANK that Mr 200000

number aggregate owns pursuant to approximately 0.4%

of

shares

of of

Rule
of

13d3
the

Stock Comnon the Act is

Blank which

outstanding

shares

of Common

Stock

http//www.sec.gov/Archives/edgar/data/924

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Case 1:04-cv-01565-SLR

Document 124-14

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Page 25 of 30
Page44of54

AEOW

Th
owns pursuant approximately

aggregate to Rule 0.1% FALK of

number

of

shares Act

of
is

Common

Stock whIch

tht
Stock

AEOW

beneficially

13d3
the

of

the

50000
of

constitutes

outstanding

shares

Common

MR
1he

aggregate

number

of

shares

of of

Common the Common

Stock is

that

Mr

Falk constitutes

beneficially owns less than 0.l%of

to Rule l3d-3 pursuant the outstanding shares

Act

35000

which

of

Stock

MR

HANDY

.benficially
constitutes

number The-aggregate owns pursuant to approximately 0.2%

of

shares of Common Rule of theAct 13d-3 of the outstanding

Sock
shares

that.Mr

any
which

100000
of

Common

Stock

HELLER

L.P
f of shares of Common Stock that Belier L.P of the Act is 125000 13d-3 which the outstanding of Common Stock shares

The beneficially constitutes

aggregatenumher
owns pursuant to 0.3% approximately TRUST

Rule

OSHER The beneficially constitutes

aggregate number owns pursuant to approximately OSHER

shares of Common Stock that the Ocher Trust Rule 13d-3 of the Act is 925000 which 1.9% of the outstanding shares of Common Stock
o.f

MR
The beneficially constitutes

aggregate number owns pursuant to approximately CAPITAL 1.9%

of of

shares

of cf

Eommon the

Stock
is

that of

4r

Rule

13d3
the

Act

925 000

Osher which

outstanding

shares

Common

Stock

JB The beneficially approximately

aggregate number owns pursuant to 0.1% of the

of

shares

of

Rule

l3d3

of

Common Stock the Act is of Common

that

JB

50000
Stock

Capital which constitutes

outstanding

shares

34

PAGE
RHU COMPANY number

The owns pursuant

aggregate to Rule 0.3% of

of

shares Act

of
is

Common

Stok which

that

13d3
the

of

the

125000
of

RUB beneficially constitutes

approximately

outstanding

shares

Common

Stock

MR
The beneficially constitutes

HAYDON

number aggregate owns pursuant to approximately PARTNERS 3.5%

of

shares

of

Common the

Stock is

Rule of

13d3
the

of

Act

that Mr 1713409 of

Baydon which

outstanding

shares

Common

Stock

BEDFORD

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Page45of54

The aggregate
beneficially constitutes owns

number
to

of

shares

of of

Common the

Stock
is

that

Bedford

Partners

pursuant

Rule

13d3
the

Act

1785000
of Common

which

approximately

3.6% of

outstanding

shares

Stock

BEDFORD The beneficially constitutes

ADVISORS
number
to of

aggregate owns

shares 13d-3

of
of

Common the.Act

Stock
is

that

Bedford

Advisors

pursuant

Rule
of

1785000
of Common

which

approximately

3.6%

the outstanding

shares

Stock

MR
The beneficially constitutes

EISN
that Mr Risen number of $hares of Common Stock aggregate 13d-3 which to Rule of the Act is 1785000 owns pursuant shares of Common StOck 3.6% of the outstanding approximately

LURIE

FOUNDATION
Lurie shares Foundation of Common
Common-

he
to

has

3999900

outstanding

shares.of SLEZAK

Stock Stock

sole voting and dispositive power which constitutes approximately

with 8.1%

respect of the

MR Mr
606 000
outstanding

shares

and dispositive Slezak has sole voting which constitutes of Common Stock
of

power

with

approximately

to respect 1.2% of the

shares

Common

Stock

SAMSTOCK Sanstock shares shares
of of

has

sole

Stock Common Stock
Common

and dispositive voting power which constitutes approximately

with 0.9%

respect of the

to

450000

outstanding

MS Ms
450000
outstanding

WEINSTEIN Weinstein
of

has

sole

voting

shares

Common
of

shares

Stock which Common Stock

to with respect and poWer dispositive constitutes 0.9% of the approximately

-I

PAGE
JACKSON Jackson PARTNERS Partners of Common of has with respect to sole voting ajd dispositive power which constitutes 4.0% of the approximately

1965000
outstanding

shares

Stock

shares

Common-Stock

JACKSON Jackson and

MANAGEMENT

of Jackson Partners has partner shares of Common to 196.5000 voting shares of Common the outstanding constitutes approximately Stock which sole trustee of the Weinstein Mr Weinstein as Trust Messrs linber and Stock shared Management have Dalton and Ms Baidridge as membermanagers of Jackson with respect to the shares held by Jackson and voting dispositive power

Management

as

the

general

sole

dispositive

power

with

respect 4.0% of

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Page

Page 27 of 30
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Partners
WEINSTEIN The TRUST

Weinstein has shared

Trust

as

member-manager

of

AEOW

and

Jackson

Management

and voting dispositiv.e power with respect to 201.5000 shares of Common Stock held by .AEdW and Jackson which Square constitutes 4.1% of the outstanding shares of C.onunon approximately Stock

MR

WEINSTEIN

Mr Weinstein as sole trustee of the Weinstein Trust has shared and dispositive with respect voting to 2015000 power shares of Common Stock held by AEOW and Jackson which Square constitutes 4.1% of the approximately shares of Common Stock outstanding
MR
IMBER

Mr
and of

unbar

as

dispositive Jackson Square Common

power which

member.nanager with to respect constitutes

pf

Jackson

Management
of
of

has

shared

1965000

shares 4.0%

approximately

S1ock.

Common Stock the outstanding

voting held by shares

MR

DALTON

Mr Dalton as member-manager and with respect voting diapositive power held by Jackson which Square constitutes shares of Common Stock MS Ms
BALDRIDGE

of to

Jackson

Management
shares 4.0% of of

has the

shared Stock

1965000

Common

approximately

outstanding

Baldridge

and voting dispositive held by Jackson Square shares of Common

as of Jackson member-manager with respect to 1965000 power which constitutes approximately

Management1 shares of 4.0% of

has Common the

shared Stock

outstanding

Stock
BLANK Blank has

MR Mr
400000
shares outstanding

sole

voting

and

of

Common

shares

Stock which of Common Stock

dispositive with respect power constitutes 0.8% of approximately

to the

36

PAGE
AEOW

AEOW shares shares of of

has

sole

Common Common

Stock Stock BLANK
Blank

voting which

and

dispositive with respect power constitutes 0.1% of approximately

to the

50000
outstanding

MR Mr
200000
shares outstanding

has

sole

voting

and

of-Common

shares

Stock which of Common Stock

With dispositive power respect constitutes 0.4% of approximately

to the

MR.FALK

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Page 47

Mr
shares shares
of

Falk has

sole

Common Common

of

StoOC Stock

and dispositive with power voting which constitutes less than 0.1%of

respect
tiie

to

35000

outstanding

MR
Mr
shares
of

IANDY

with respect to 100000 and dispositive has sole voting power Handy 0.2% of the outstanding which constitutes approximately Common Stock Common

shares-of

Stock

IIELLER

L.P L.P
of of

Heller

has

sole

voting

and

dispositive

power

dth

respect

to

125000

shares to

Common

outstanding with respect dipositive

shares the

approximate-ly 0.3% of the Stock which constitutes sole voting and dispoitive RHII has power Common Stock held by Heller

shares

L.P Mr

Heller

has

soe

voting

and

power OSHER The

for

RHH

TRUST

to with respect and Trust has sole voting dispositive pOwer 1.8% of the which constitutes approximately Common Stock and The Osher Trust has shared voting shares of Common Stock outstanding which constitutes with respect to 50 000 shares held by AEOW power dispositive shares of Common Stock 0.1% of the outstanding approximately OshLr of

875000

shares

--

MR
Mr
dispositive constitutes of trustee shares shares held of

OSHER Osher
-power is

the

tnstee

of

the

Osher

to respect 1.8% of .apprximately with Osher

875000
the has

shares

Trust and has sole of Common Stock Common

voting which

and

the

Trust

also

outstanding shared voting

Stock

Mr

Osher

as

which by 2\EOW Common Stock CAPITAL

constitutes

with respect to 50000 power 0.1% of the outstanding approximately

JB

50000
of

JB Capital has shares of Common outstanding

shared Stock of

the

shares

with respect to and dispositive power voting 0.1% which constitutes approximately held by Stock Common

1EO

37

PAGE
RHH with respect to 125000 and dispositive power voting which constitutes approximately held by Heller shares of Common Mr Heller has sole voting shares of Common Stock 0.3% of the outstanding for RHII and dispositiVe power RHH has sole Stock

L.P

MR

HI\YDON

942909

Mr Haydon has shares of Coimnon
shares
of

sole

voting

and

dispositive

power

with

respect
of

to

outstanding to respect
of

1.9% which constitutes approximately Stock has shared dispositive Common Stock Mr Haydon
of of

the with 1.6%

power

770500

shares shares

the

outstanding

Stock Common Stock
Common

which

constitutes

approximately

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Page48ofS4

BEDFORD

PARTNERS

Bedford

Partners of Common

has

sole .voting

and

dispositive

power

with

respect

to

1785000
outstanding to Bedford sole

shares

shares Oak

Stock which constitutes 3.6% of the approximately of Common Stock Bedford Advisors as investment advisor

of Bedford Management LLC the general partner Partners has and dispositive shares of voting power with respect to the 1785000 held by Bedford Common Stock Partnerh Mr Eisen the Managing as Member of Bedford shares

Advisors
held by

has

sole

voting

and

dispositive

power

with

respect

to

the

Bedford

Partners

BEDFORD Bedford

ADVISORS

LLC

the

general

powerwith constitutes Partners which approximately Common Stock Mr Eisen as the Managing
voting and dispositive power with

as investment to Bedford Oak Management advisor of Bedford Partners has sole voting a-nd partner dispositive to 1785000 shares of Common Stock held by Bedford respect

Advisors

3.6% Member to

of of

the

outstanding held by

shares has Bedford

of sole

BedfordAdvjsors

respect

the

shares

Partners

MR
Mr
and of

EISEN

Elsen

as

th

Managing

Member to

of

Bedford shares 3.6%

Advisors
of

with respect dispositive power Bedford constitutes Partners which Common

1785000

Common the

approximately

of

voting held by shares outstanding

has

sole

Stock

Stock
Several of the Reporting shares of otherwise Persons Common effected Stock of all the following the Issuer during transactions were

transactions

with

past sixty on the overthe-counter

6O

to respect days Unless

the effected

indicated

Bulletin

Board

TABLE
CAPTION
Reporting Person Date Shares Purchased/Sold Average Price

Jackson

Partners Trust

4/26/00 5/11/00 5/13/00

100000 .100000 25000 450000 40000 10000 60000 60000 50000

$0.38/share $0.365/shard $0.36/share

Osher

Ms

Weinstein

5/15/00

$0.39/share $0.29/share $0.325/share $0.39/share $0.41/share $0.35/share

Mr

Handy

6/19/00 6/26/00

Bedford

Partners

6/06/00 6/07/00 6/07/00

/TABLE
No during the other past Reporting Person has effected

sixty

60

any

transactions

in

Common

Stock

days

38

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PAGE
No

receive
from the Reporting investment terms of

or

the

persons to power any
as

other direct the

than the

the

Reportiflg

Persons Issuer

have

the or

sai

of

of

receipt.of securities of the
in

dividends.from

Persons advisbry their

described clients
of

Item
H.aydon

Mr

to the except such may have

beneficially extent thatrights

right to the proceeds owned by the the to the

pursuant

advisory Not

agreements

applicable ARRANGEMENTS THE ISSUER
restated
in its

Item TO

6.

CONTRACTS
OF

UNDERSTANDINGS

OR

RELATIONSHIPS

WITH

RESPECT

SECURITIES Item The

is

entirety

as

follows

Shares advisory

of

with respect to shares of Common of Haydon of disposition powers of his investment Issuer bwned beneficiallj by him on behalf written with such clients the to agreement clients are held pursuant the

Advisory

Agreements

dated the JoInt Filing Agteement for the Advisory Agreement Except to this Schedule attached as Exhjbit 2000 the Reporting Persons among do not have arrangements Persons any contracts 13D -the Reporting or relaionships legal or otherwise with any person with understandings but not limited to transfer of the Issuer including to any securities respect finders fees of the Issuer of any of the shares of Common Stock or voting of arrangements puts or calls loan or option guarantees ventures joint of proxies or withholding of profits or loss or the giving profits division of the Issuer over the shares of Common Stock or pledge or power July Item MATERIALS Item TO BE FILED and AS

EXhIBITS
to read to Act
in

7is

amended

restated made

its

entirety

as

follows

Exhibit

Statement

Regulation the Securities Exhibit Power
of

pursuant 13D-G of the Exchange

Rule of

13d1
Rules and
as

iiiof
Regulations under

General

1934

amended

Attorney 39

PAGE
After certify that reasonable the to the best of my knowledge inquiry and forth in this statement is true information set and

belief
and

complete

correct Dated
July ROBERT /s/ Ann Ann

27

2000 FOUNDATION

NN
By
Name Title

LURIE Lurie

SANSTOCK

L.L.C
Donald Donald

By
Name Title

/s

Liebentritt
.1

Lurie

Lieberitritt

President

Vice-President

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