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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Streicher Mobile Fueling,
Inc.
(Name of Issuer)
Common Stock, par value $.01 per
share
(Title of Class of Securities)
862924107
(CUSIP Number)
Damarie Cano
8567 Coral Way #138
Miami, Florida 33155
(305) 228-3020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
September 8, 2005
(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.
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Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP No. |
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1. |
Name of Reporting Person: Active Investors II,
Ltd. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
þ |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): NOT
APPLICABLE |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: Florida |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: None |
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8. | Shared Voting
Power: 1,564,613 |
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9. | Sole Dispositive
Power: None |
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10. | Shared Dispositive
Power: 1,564,613 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 429,680* |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): þ |
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13. | Percent of Class Represented by
Amount in Row (11): 4.9% |
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14. | Type of Reporting Person (See
Instructions): PN |
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* |
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Active Investors II, Ltd. disclaims beneficial ownership of the shares of Common Stock
beneficially held by C. Rodney OConnor. |
2
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CUSIP No. |
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1. |
Name of Reporting Person: Active Investors III,
Ltd. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
þ |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): NOT
APPLICABLE |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: Florida |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: None |
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8. | Shared Voting
Power: 1,575,675 |
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9. | Sole Dispositive
Power: None |
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10. | Shared Dispositive
Power: 1,575,675 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 440,742* |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): þ |
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13. | Percent of Class Represented by
Amount in Row (11): 5.0% |
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14. | Type of Reporting Person (See
Instructions): PN |
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* |
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Active Investors III, Ltd. disclaims beneficial ownership of the shares of Common Stock
beneficially held by C. Rodney OConnor. |
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CUSIP No. |
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1. |
Name of Reporting Person: Fundamental Management
Corporation |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
þ |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): NOT
APPLICABLE |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: Florida |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: None |
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8. | Shared Voting
Power: 2,005,355 |
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9. | Sole Dispositive
Power: None |
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10. | Shared Dispositive
Power: 2,005,355 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 870,422* |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): þ |
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13. | Percent of Class Represented by
Amount in Row (11): 9.8% |
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14. | Type of Reporting Person (See
Instructions): CO |
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* |
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Fundamental Management Corporation disclaims beneficial
ownership of the shares of Common Stock
beneficially held by C. Rodney OConnor. |
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CUSIP No. |
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1. |
Name of Reporting Person: C. Rodney O'Connor |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
þ |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): NOT
APPLICABLE |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: None |
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8. | Shared Voting
Power: 2,005,355 |
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9. | Sole Dispositive
Power: None |
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10. | Shared Dispositive
Power: 2,005,355 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 1,134,933* |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): þ |
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13. | Percent of Class Represented by
Amount in Row (11): 12.8% |
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14. | Type of Reporting Person (See
Instructions): IN |
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* |
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C. Rodney OConnor disclaims beneficial ownership of the shares
of Common Stock beneficially held by Active Investors II, Ltd.,
Active Investors III, Ltd., and Fundamental Management Corporation. |
5
Item 1. Security and Issuer.
This Amendment No. 4 supplements and amends the Schedule 13D originally filed with the
Securities and Exchange Commission (the Commission) on May 22, 2001, as amended by
Amendment No. 1 to the Schedule 13D filed with the Commission on March 5, 2002, and
Amendment No. 2 to the Schedule 13D filed with the Commission on March 18, 2004, and
Amendment No. 3 filed with Commission on March 17, 2005 (collectively the Filings), and
relates to the common stock, $.01 par value per share (the Common Stock), of Streicher
Mobile Fueling, Inc., a Florida corporation (the Issuer). The principal executive
offices of the Issuer are located at 800 W. Cypress Creek Road, Suite 580, Fort
Lauderdale, Florida 33309.
Item 2. Identity and Background.
This Amendment No. 4 to Schedule 13D is filed by each of Active Investors II, Ltd., a
Florida limited partnership (Active II), Active Investors III, Ltd., a Florida limited
partnership (Active III), Fundamental Management Corporation, a Florida corporation
(Fundamental) and C. Rodney OConnor (OConnor, and together with Active II, Active
III and Fundamental, the Reporting Persons). The principal business address for each of
Active II, Active III and Fundamental is 8567 Coral Way, #138, Miami, Florida 33155.
Information as to the identity and background of the executive officers, directors and
control persons of Fundamental (collectively, the Principals) is set forth on
Appendix A attached hereto which is incorporated by reference. Mr. OConnors
residence address is 5450 Essex Court, West Palm Beach, Florida 33405. Active II and
Active III are private investment funds. Fundamental is the sole general partner of Active
II and Active III, which is its principal business. Mr. OConnors principal occupation is
financial services and the name and principal business address where he is employed is
Cameron Associates, 1370 Avenue of the Americas, Suite 902, New York, New York 10019. Mr.
OConnor is a citizen of the United States.
During the last five years, none of the Reporting Persons and, to the knowledge of the
Reporting Persons, none of the Principals, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are 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.
Item 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of the Original Filing is hereby supplemented as
follows:
On September 8, 2005, Active II sold 400,000 shares of Common Stock and Active III sold
201,800 shares of Common Stock for $3.97 and $3.82 per share, respectively.
6
On September 9, 2005, Active III sold 25,000 shares of Common Stock for $3.81 per share. On September
13, 2005, Active III sold 96,060 shares of Common Stock for $3.83 per share. On September
19, 2005, Active III sold 10,000 shares of Common Stock for $3.75 per share. On September
21, 2005, Active III sold 67,140 shares of Common Stock for $4.17 per share.
The Issuer has granted stock options (the Stock Options) to Mr. OConnor to purchase
certain shares of Common Stock as described herein. On March 31, 2005, the Issuer granted
stock options to Mr. OConnor to purchase 625 shares of Common Stock for $2.08 per share (the March 2005 Stock Options). The March 2005 Stock Options
were exercisable at any time and expire on March 31, 2015. On June 30, 2005, the Issuer
granted stock options to Mr. OConnor to purchase 625 shares of Common Stock for $2.20 per
share (the June 2005 Stock Options). The June 2005 Stock Options were exercisable at
any time and expire on June 30, 2015. On September 30, 2005, the Issuer granted stock
options to Mr. OConnor to purchase 625 shares of Common Stock for $3.69 per share (the
September 2005 Stock Options). The September 2005 Stock Options were exercisable at any
time and expire on September 30, 2015.
Item 4. Purpose of Transaction.
Active II and Active III disposed of the Common Stock for investment purposes. Mr.
OConnor acquired the Stock Options for investment purposes.
In the ordinary course of their businesses, the Reporting Persons from time to time review
the performance of their investments and consider possible strategies for enhancing value.
As part of their ongoing review of their investments in the Common Stock, the Reporting
Persons may explore from time to time in the future either separately, together or with
others, a variety of alternatives, including without limitation: (a) the acquisition 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) a change in the present
Board of Directors or management of the Issuer; (e) material changes in the present
capitalization or dividend policy of the Issuer; (f) other material changes in the
Issuers business or corporate structure; or (g) any action similar to any of those
enumerated above. There is no assurance that the Reporting Persons will develop any plans
or proposals with respect to any of the foregoing matters. Any alternatives which the
Reporting Persons may pursue will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the Issuer and general
economic, financial market and industry conditions.
Item 5. Interest in Securities of the Issuer.
Active II is the beneficial owner of 429,680 shares of Common Stock, which constitute 4.9%
of the outstanding Common Stock of the Issuer. Active II has shared power to vote or
direct the vote and shared power to dispose or direct the disposition of 1,564,613 shares
of Common Stock.
Active III is the beneficial owner of 440,742 shares of Common Stock, which constitute
5.0% of the outstanding Common Stock of the Issuer. Active III has shared power to vote or
direct the vote and shared power to dispose or direct the disposition of 1,575,675 shares
of Common Stock.
7
Fundamental, in its capacity as the general partner of Active II and Active III, is the
beneficial owner of 870,422 shares of Common Stock, which constitutes 9.8% of the
outstanding Common Stock of the Issuer. Fundamental has shared power to vote or direct the
vote and shared power to dispose or direct the disposition of 2,005,355 shares of Common
Stock.
Active II, Active III, and Fundamental disclaim beneficial ownership of the 1,134,933
shares of Common Stock beneficially held by Mr. OConnor.
Mr. OConnor is the beneficial owner of 1,134,933 shares of Common Stock, which constitute
12.8% of the outstanding Common Stock of the Issuer, considering as currently outstanding
30,625 shares of Common Stock issuable to Mr. OConnor upon exercise of the Stock Options.
Mr. OConnor has shared power to vote or direct the vote and shared power to dispose or
direct the disposition of 2,005,355 shares of Common Stock. Mr. OConnor disclaims
beneficial ownership of the 870,422 shares of Common Stock beneficially held by Active II,
Active III, and Fundamental.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The Reporting Persons have an arrangement pursuant to which they are likely to
confer on certain collaborative transactions in the future, which may involve the
adoption one or more of the alternatives described in Item 4. However, there is no
assurance that the Reporting Persons will adopt any such alternatives. Except as
described in this Item 6, none of the Reporting Persons have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finders fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Statement.
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2005
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ACTIVE INVESTORS II, LTD.
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By: |
Fundamental Management Corporation,
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its General Partner |
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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ACTIVE INVESTORS III, LTD.
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By: |
Fundamental Management Corporation,
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its General Partner |
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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FUNDAMENTAL MANAGEMENT CORPORATION
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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/s/ C. Rodney O'Conner
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C. Rodney OConnor |
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9
APPENDIX A
IDENTITY AND BACKGROUND OF
DIRECTORS AND EXECUTIVE OFFICERS
OF FUNDAMENTAL MANAGEMENT CORPORATION
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Name and Position with |
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Present Occupation or Employment |
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Fundamental Management Corp. |
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and Business Address |
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Citizenship |
Carl N. Singer
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Chief Executive Officer of Fundamental |
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Chief Executive Officer
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Management Corp. |
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3650 N. 36th Avenue Villa 36 |
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Hollywood, Florida
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U.S.A. |
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Demarie Cano
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Secretary and Treasurer of Fundamental |
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Secretary and Treasurer
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Management Corp. |
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8567 Coral Way #138 |
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Miami, Florida 33155
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U.S.A. |
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Robert Salisbury
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President of Fundamental Management Corp. |
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President
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3252 Walter Travis Drive |
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Sarasota, Florida 34240
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U.S.A. |
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C. Rodney OConnor
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President of Cameron Associates, Inc. |
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Director
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1370 Avenue of the Americas |
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Suite 902 New York, New York 10019
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U.S.A. |
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Robert Picow
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Chief Executive Officer of Cenuco, Inc. |
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Director
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7534 Isla Verde Way |
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Del Ray Beach, Florida 33446
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U.S.A. |
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Don Moore
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Attorney |
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Director
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2901 S. Bayshore Drive |
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Suite 17-G |
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Coconut Grove, Florida 33133
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U.S.A. |
10
EXHIBIT
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
persons named below agree to the joint filing on behalf of each of them of a Schedule 13D. This
Joint Filing Agreement shall be included as an exhibit to such joint filing. In evidence thereof,
each of the undersigned, being duly authorized, hereby execute this Agreement this 6th
day of October, 2005.
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ACTIVE INVESTORS II, LTD.
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By: |
Fundamental Management Corporation,
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its General Partner |
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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ACTIVE INVESTORS III, LTD.
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By: |
Fundamental Management Corporation,
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its General Partner |
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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FUNDAMENTAL MANAGEMENT CORPORATION
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By: |
/s/ Damarie Cano
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Damarie Cano, Secretary and Treasurer |
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/s/ C. Rodney O'Conner
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C. Rodney O'Connor |
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11