UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
AirGate PCS, Inc.
-----------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
009367103
---------
(CUSIP Number)
November 22, 2004
-----------------
(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 statement because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ X ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 17 Pages
Exhibit Index: Page 15
SCHEDULE 13D
CUSIP No.: 009367103 Page 2 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Glenview Capital Management, LLC
...............................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Delaware
...............................................................................
Number of 7. Sole Voting Power 1,179,929
Shares .............................................................
Beneficially 8. Shared Voting Power None
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power 1,179,929
Person With .............................................................
10. Shared Dispositive Power None
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,179,929
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
10.0% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: OO
SCHEDULE 13D
CUSIP No.: 009367103 Page 3 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Glenview Capital GP, LLC
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Delaware
...............................................................................
Number of 7. Sole Voting Power None
Shares .............................................................
Beneficially 8. Shared Voting Power 450,533
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power None
Person With .............................................................
10. Shared Dispositive Power 450,533
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 450,533
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
3.8% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: OO
SCHEDULE 13D
CUSIP No.: 009367103 Page 4 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Glenview Capital Partners, L.P.
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Delaware
...............................................................................
Number of 7. Sole Voting Power None
Shares .............................................................
Beneficially 8. Shared Voting Power 114,871
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power None
Person With .............................................................
10. Shared Dispositive Power 114,871
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 114,871
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
0.09% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: PN
SCHEDULE 13D
CUSIP No.: 009367103 Page 5 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Glenview Capital Master Fund, Ltd.
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Cayman Islands, British West Indies
...............................................................................
Number of 7. Sole Voting Power None
Shares .............................................................
Beneficially 8. Shared Voting Power 685,796
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power None
Person With .............................................................
10. Shared Dispositive Power 685,796
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 685,796
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
5.8% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: CO
SCHEDULE 13D
CUSIP No.: 009367103 Page 6 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Glenview Institutional Partners, L.P.
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Delaware
...............................................................................
Number of 7. Sole Voting Power None
Shares .............................................................
Beneficially 8. Shared Voting Power 335,662
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power None
Person With .............................................................
10. Shared Dispositive Power 335,662
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 335,662
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
2.9% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: PN
SCHEDULE 13D
CUSIP No.: 009367103 Page 7 of 17 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GCM Little Arbor Master Fund, Ltd.
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
...............................................................................
3. SEC Use Only
...............................................................................
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization Cayman Islands, British West Indies
...............................................................................
Number of 7. Sole Voting Power None
Shares .............................................................
Beneficially 8. Shared Voting Power 43,600
Owned by Each .............................................................
Reporting 9. Sole Dispositive Power None
Person With .............................................................
10. Shared Dispositive Power 43,600
...............................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 43,600
...............................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
13. Percent of Class Represented by Amount in Row (11)
0.04% based on 11,771,019 shares outstanding as of August 4, 2004.
...............................................................................
14. Type of Reporting Person: CO
Page 8 of 17 Pages
This Statement on Schedule 13D relates to shares of common stock,
$0.01 par value per share (the "Shares"), of AirGate PCS, Inc. (the "Issuer").
Certain of the Shares reported herein were previously reported on Schedule
13G, the last amendment of which was filed on February 13, 2004. This
statement on Schedule 13D is being filed by the Reporting Persons (as defined
below) to report the information disclosed in Item 4 hereof.
Item 1 Security and Issuer
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is Harris Tower, 233 Peachtree St., NE, Suite
1700, Atlanta, Georgia 30303.
Item 2 Identity and Background
This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Glenview Capital Management, LLC ("Glenview Capital
Management");
ii) Glenview Capital GP, LLC ("Glenview Capital GP");
iii) Glenview Capital Partners, L.P. ("Glenview Capital Partners");
iv) Glenview Institutional Partners, L.P. ("Glenview Institutional
Partners");
v) Glenview Capital Master Fund, Ltd. ("Glenview Capital Master
Fund"); and
vi) GCM Little Arbor Master Fund, Ltd. ("GCM Little Arbor Fund").
This Statement relates to Shares (as defined herein) held for the
accounts of Glenview Capital Partners, Glenview Institutional Partners,
Glenview Capital Master Fund, and GCM Little Arbor Fund.
The Reporting Persons
Glenview Capital Management is a Delaware limited liability company
and its principal office is located at 399 Park Avenue, Floor 39, New York,
New York 10022. The principal business of Glenview Capital Management is
management of the investment activities of, among others, each of Glenview
Capital Partners, Glenview Institutional Partners, Glenview Capital Master
Fund, and GCM Little Arbor Fund. Glenview Capital Management serves as
investment manager to each of Glenview Capital Partners, Glenview
Institutional Partners, Glenview Capital Master Fund, and GCM Little Arbor
Fund. In such capacity, Glenview Capital Management may be deemed to have
voting and dispositive power over the Shares held for the accounts of each of
Glenview Capital Partners, Glenview Institutional Partners, Glenview Capital
Master Fund and GCM Little Arbor Fund. Current information about the identity
and background of the principal managers and officers of Glenview Capital
Management is set forth in Annex A hereto, which is incorporated by reference
in response to this Item 2.
Glenview Capital GP is a Delaware limited liability company and its
principal office is located at 399 Park Avenue, Floor 39, New York, New York
10022. The principal business of Glenview Capital GP is to serve as the general
partner of each of Glenview Capital Partners and Glenview Institutional
Partners, as well as certain other investment funds. In such capacity, Glenview
Capital GP may be deemed to have voting and dispositive power over the Shares
held for the accounts of each of Glenview Capital Partners and
Page 9 of 17 Page
Glenview Institutional Partners. The managing member of Glenview Capital GP is
Lawrence M. Robbins, the Chief Executive Officer of Glenview Capital
Management. Current information about Mr. Robbins is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.
Glenview Capital Partners is a Delaware limited partnership and its
principal office is located at 399 Park Avenue, Floor 39, New York, New York
10022. The principal business of Glenview Capital Partners is investment in
securities. The general partner of Glenview Capital Partners is Glenview
Capital GP. The managing member of Glenview Capital GP is Lawrence M. Robbins,
the Chief Executive Officer of Glenview Capital Management. Current
information about Mr. Robbins is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
Glenview Institutional Partners is a Delaware limited partnership
and its principal office is located at 399 Park Avenue, Floor 39, New York,
New York 10022. The principal business of Glenview Institutional Partners is
investment in securities. The general partner of Glenview Institutional
Partners is Glenview Capital GP. The managing member of Glenview Capital GP is
Lawrence M. Robbins, the Chief Executive Officer of Glenview Capital
Management. Current information about Mr. Robbins is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2
Glenview Capital Master Fund is a Cayman Islands exempted company
and its principal office is located at c/o Goldman Sachs (Cayman) Trust,
Limited, Harbour Centre, North Church Street, P.O. Box 896GT, George Town,
Grand Cayman, Cayman Islands, British West Indies. The principal business of
Glenview Capital Master Fund is investment in securities. Glenview Capital
Management serves as investment manager of Glenview Capital Master Fund.
Although Glenview Capital Master Fund has a board of directors,
decision-making power and authority with regard to the Shares held in its
portfolio has been delegated to Glenview Capital Management, which controls
the investment activities of Glenview Capital Master Fund. Current information
about the identity and background of the principal managers and officers of
Glenview Capital Management is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
GCM Little Arbor Fund is a Cayman Islands exempted company and its
principal office is located at c/o Goldman Sachs (Cayman) Trust, Limited,
Harbour Centre, North Church Street, P.O. Box 896GT, George Town, Grand
Cayman, Cayman Islands, British West Indies. The principal business of the GCM
Little Arbor Fund is investment in securities. Glenview Capital Management
serves as the investment manager of the GCM Little Arbor Fund. Although GCM
Little Arbor Fund has a board of directors, decision-making power and
authority with regard to the Shares held in its portfolio has been delegated
to Glenview Capital Management, which controls the investment activities of
GCM Little Arbor Fund. Current information about the identity and background
of the principal managers and officers of Glenview Capital Management is set
forth in Annex A hereto, which is incorporated by reference in response to
this Item 2.
During the past five years, none of the Reporting Persons and, to
the best of the Reporting Persons' knowledge, no other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b)
a party to any civil proceeding as a result of which it has been 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 securities held for the accounts of Glenview Capital Partners,
Glenview Capital Master Fund, Glenview Institutional Partners and GCM Little
Arbor Fund may be held through margin accounts maintained with brokers, which
extend margin credit as and when required to open or carry
Page 10 of 17 Page
positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms' credit policies. The
positions which may be held in the margin accounts, including the Shares, are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction,
On November 22, 2004, Alamosa Holdings, Inc. ("Alamosa"), announced
that it had made a proposal to combine with the Issuer and exchange Alamosa
common stock for Shares of the Issuer (the "Merger Proposal"). The Reporting
Persons reserve the right to contact the boards of directors and management of
each of the Issuer and Alamosa, other shareholders of the Issuer and other
third parties involved in the Merger Proposal, regarding, among other things,
the Merger Proposal.
All of the Shares reported herein as having been acquired or
disposed of from the accounts of Glenview Capital Partners, Glenview Capital
Master Fund, Glenview Institutional Partners and GCM Little Arbor Fund were
acquired or disposed of for investment purposes. Except as set forth herein,
none of the Reporting Persons or, to the best of their knowledge, any of the
persons identified in response to this Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
According to information filed by the Issuer with the Securities
and Exchange Commission in its most recent quarterly report on Form 10-Q, the
number of Shares outstanding was 11,771,019 as of August 4, 2004.
(a) (i) Glenview Capital Management may be deemed the beneficial
owner of 1,179,929 Shares (approximately 10.0% of the total number of Shares
outstanding). This amount consists of (A) 114,871 Shares held for the account
of Glenview Capital Partners, (B) 685,796 Shares held for the account of
Glenview Capital Master Fund, (C) 335,662 Shares held for the account of
Glenview Institutional Partners, and (D) 43,600 Shares held for the account of
GCM Little Arbor Master Fund;
(ii) Glenview Capital GP may be deemed the beneficial owner of
450,533 Shares (approximately 3.8% of the total number of Shares outstanding).
This amount consists of (A) 114,871 Shares held for the account of Glenview
Capital Partners, and (B) 335,662 Shares held for the account of Glenview
Institutional Partners;
(iii)Glenview Capital Partners may be deemed the beneficial
owner of 114,871 Shares (approximately 0.09% of the total number of Shares
outstanding) held for its account.
(iv) Glenview Institutional Partners may be deemed the
beneficial owner of 335,662 Shares (approximately 2.9% of the total number of
Shares outstanding) held for its account.
(v) Glenview Capital Master Fund may be deemed the beneficial
owner of 685,796 Shares (approximately 5.8% of the total number of Shares
outstanding) held for its account.
Page 11 of 17 Page
(vi) GCM Little Arbor Fund may be deemed the beneficial owner
of 43,600 Shares (approximately 0.04% of the total number of Shares
outstanding) held for its account.
(b) (i) Glenview Capital Management may be deemed to have sole
power to direct the voting and disposition of the 1,179,929 Shares that it may
be deemed to beneficially own as set forth above.
(ii) Glenview Capital GP may be deemed to have shared power to
direct the voting and disposition of the 450,533 Shares that it may be deemed
to beneficially own as set forth above.
(iii)Glenview Capital Partners may be deemed to have shared
power to direct the voting and disposition of the 114,871 Shares held for its
account.
(iv) Glenview Institutional Partners may be deemed to have
shared power to direct the voting and disposition of the 335,662 Shares held
for its account.
(v) Glenview Capital Master Fund may be deemed to have shared
power to direct the voting and disposition of the 685,796 Shares held for its
account.
(vi) GCM Little Arbor Fund may be deemed to have shared power
to direct the voting and disposition of the 43,600 Shares held for its
account.
(c) There have been no transactions effected with respect to the
Shares since September 23, 2004 (60 days prior to the date hereof) by any of
the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of theIssuer.
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount
of securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the
Shares, for the purpose of effecting, and may effect, short sale transactions,
and may purchase securities for the purpose of closing out short sale
positions in such securities.
Item 7. Material to be filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 12 of 17 Page
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 22, 2004 Glenview Capital Management, LLC
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL GP, LLC
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL PARTNERS, L.P.
By: Glenview Capital GP, LLC,
its General Partner
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW INSTITUTIONAL PARTNERS, L.P.
By: Glenview Capital GP, LLC,
its General Partner
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL MASTER FUND, LTD.
By: Glenview Capital Management, LLC
its Investment Manager
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Page 13 of 17 Page
Date: November 22, 2004 GCM LITTLE ARBOR MASTER FUND, LTD.
By: Glenview Capital Management, LLC
its Investment Manager
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Page 14 of 17 Page
ANNEX A
Managers and Officers of Glenview Capital Management, LLC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Lawrence M. Robbins Chief Executive Officer 399 Park
Chief Executive Officer of Glenview Capital Avenue
(United States) Management, LLC Floor 39
New York, N.Y. 10022
Richard Barrera Investment Professional 399 Park
Managing Director at Glenview Capital Avenue
(United States) Management, LLC Floor 39
New York, N.Y. 10022
Except as otherwise set forth herein, to the best of the Reporting
Person's knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 15 of 17 Page
EXHIBIT INDEX
Ex. Page No.
--- --------
A. Joint Filing Agreement, dated November 22, 2004 by
and among Glenview Capital Management, LLC, Glenview
Capital GP, LLC, Glenview Capital Partners, L.P.,
Glenview Capital Master Fund, Ltd., Glenview
Institutional Partners, L.P., and GCM Little Arbor
Master Fund, Ltd.................................... 16
Page 16 of 17 Page
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of AirGate PCS, Inc. dated as of November 22, 2004
is, and any amendments thereto (including amendments on Schedule 13G) signed
by each of the undersigned shall be, filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Date: November 22, 2004 Glenview Capital Management, LLC
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL GP, LLC
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL PARTNERS, L.P.
By: Glenview Capital GP, LLC,
its General Partner
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW INSTITUTIONAL PARTNERS, L.P.
By: Glenview Capital GP, LLC,
its General Partner
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: November 22, 2004 GLENVIEW CAPITAL MASTER FUND, LTD.
By: Glenview Capital Management, LLC
its Investment Manager
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer
Page 17 of 17 Page
Date: November 22, 2004 GCM LITTLE ARBOR MASTER FUND, LTD.
By: Glenview Capital Management, LLC
its Investment Manager
By: /s/ Lawrence M. Robbins
---------------------------
Name: Lawrence M. Robbins
Title: Chief Executive Officer