CUSIP NO. 317928109 |
13D |
PAGE 2 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Berkadia LLC | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 0 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 0 (see Items 5 and
6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* OO - Limited Liability Company | |
CUSIP NO. 317928109 |
13D |
PAGE 3 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Berkadia Management LLC | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 0 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 0 (see Items 5 and
6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* OO - Limited Liability Company | |
CUSIP NO. 317928109 |
13D |
PAGE 4 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Berkadia Equity Holdings LLC | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Item 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* OO Limited Liability Company | |
CUSIP NO. 317928109 |
13D |
PAGE 5 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BHF Berkadia Member Inc. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* CO | |
CUSIP NO. 317928109 |
13D |
PAGE 6 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BH Finance LLC | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Nebraska | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* OO - Limited Liability Company | |
CUSIP NO. 317928109 |
13D |
PAGE 7 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Columbia Insurance Company | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Nebraska | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* IC, CO | |
CUSIP NO. 317928109 |
13D |
PAGE 8 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS BH Columbia Inc. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Nebraska | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* CO | |
CUSIP NO. 317928109 |
13D |
PAGE 9 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS OBH, Inc. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 |
||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* CO |
|
CUSIP NO. 317928109 |
13D |
PAGE 10 OF 19 PAGES |
1. |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Berkshire Hathaway Inc. | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* HC, CO | |
CUSIP NO. 317928109 |
13D |
PAGE 11 OF 19 PAGES |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Warren E. Buffett | |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | |
3. |
SEC USE ONLY | |
4. |
SOURCE OF FUNDS Not Applicable (see Item
3) | |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) ¨ | |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION United
States citizen | |
7. |
SOLE VOTING POWER 0 | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 61,020,581 (see Items 5 and
6) | ||
EACH REPORTING PERSON WITH |
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 61,020,581 (see Items 5
and 6) | |||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,020,581 (see Item 5) | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% (see Item 5) | |
14. |
TYPE OF REPORTING PERSON* HC, IN | |
CUSIP NO. 317928109 |
13D |
PAGE 12 OF 19 PAGES |
CUSIP NO. 317928109 |
13D |
PAGE 13 OF 19 PAGES |
(a)-(c) |
BEH is a Delaware limited liability company with its principal office at 1440 Kiewit Plaza, Omaha, Nebraska 68131. BEH was formed to hold the Shares. The
members are WMAC II and BHF. |
The following information with respect to each executive officer and director of BEH is set forth in Exhibit 1 hereto: (i) name; (ii) business address; (iii)
citizenship; (iv) present principal occupation or employment; and (v) name of any corporation or other organization at which such employment is conducted. The information set forth in Exhibit 1 is incorporated herein by reference.
|
(d)-(f) |
During the last five years, none of the Beneficial Owners and, to their knowledge, none of the other persons identified pursuant to paragraphs (a) through (c)
of this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person
was or is 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. To the knowledge of the
Beneficial Owners, each of the individuals identified pursuant to paragraphs (a) through (c) of this Item 2 is a United States citizen. |
CUSIP NO. 317928109 |
13D |
PAGE 14 OF 19 PAGES |
(a)-(b) |
BEH is the direct owner of the Shares, which equal 61,020,581 shares of Company Common Stock and represent approximately 50% of the Company Common Stock
currently outstanding. |
The members of BEH are BHF and WMAC II. By virtue thereof, BHF may be deemed to share voting and dispositive power over, and thus may be deemed to be a
beneficial owner of, the Shares. |
BHF is a wholly owned subsidiary of Finance, which in turn is a wholly owned subsidiary of Columbia, which in turn is a wholly owned subsidiary of BH Columbia,
which in turn is a wholly owned subsidiary of OBH, which in turn is a wholly owned subsidiary of Berkshire. Accordingly, by being in the same chain of ownership of BHF, each of Finance, Columbia, BH Columbia, OBH, and Berkshire may be deemed to
share voting and dispositive power over, and thus may be deemed to be a beneficial owner of, the Shares. |
Mr. Buffett is the controlling person of Berkshire. Accordingly, by virtue of such control, Mr. Buffett may be deemed to share voting and dispositive power
over, and thus may be deemed to be a beneficial owner of, the Shares. |
Subject to the provisions of the BEH Operating Agreement, effective as of July 31, 2002 (the BEH Operating Agreement), between BHF and WMAC II as
the sole members of BEH, each of the Beneficial Owners may be deemed to share voting and dispositive powers with respect to the Shares with Leucadia and the other reporting persons (other than Berkadia or Berkadia Management) reflected in the
Leucadia Amendment. The BEH Operating Agreement is filed as Exhibit 2 hereto and incorporated herein by reference. In addition, the information set forth in Item 6 with respect to the BEH Operating Agreement is incorporated herein by reference.
|
Except as otherwise described in this Amendment No. 1 or in the Leucadia Amendment, none of Berkadia, Berkadia Management, BEH or the Berkshire Parties, nor to
their knowledge, any executive |
CUSIP NO. 317928109 |
13D |
PAGE 15 OF 19 PAGES |
officer or director of Berkadia, Berkadia Management, BEH or the Berkshire Parties, is the beneficial owner of any Company Common Stock.
|
(c) |
The information set forth in Item 2 is incorporated herein by reference. Except as otherwise described in this Amendment No. 1 or in the Leucadia Amendment,
none of Berkadia, Berkadia Management, BEH or the Berkshire Parties, nor to their knowledge, any executive officer or director of Berkadia, Berkadia Management, BEH or the Berkshire Parties, has effected any transaction in Company Common Stock
during the past sixty days. |
(d) |
Not applicable. |
(e) |
On August 23, 2002, effective as of July 31, 2002, Berkadia and Berkadia Management ceased to be the beneficial owner of any Company Common Stock.
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
CUSIP NO. 317928109 |
13D |
PAGE 16 OF 19 PAGES |
Exhibit No. |
Description | |
1. |
Executive Officers and Directors of Berkadia Equity Holdings LLC. | |
2. |
Berkadia Equity Holdings LLC Operating Agreement, effective as of July 31, 2002, between BHF Berkadia Member Inc. and
WMAC Investors, Inc. | |
3. |
Novation Agreement and Amendment to Registration Rights Agreement, dated as of August 23, 2002, among Berkadia LLC,
Berkadia Equity Holdings Inc., and The FINOVA Group Inc. | |
4. |
Novation Agreement, dated as of August 23, 2002, among The FINOVA Group Inc., Berkadia Equity Holdings LLC, Berkadia
LLC, Berkshire Hathaway Inc., and Leucadia National Corporation. | |
5. |
Agreement to File Schedule 13D Jointly, among Berkadia LLC, Berkadia Management LLC, Berkadia Equity Holdings LLC,
BHF Berkadia Member Inc., BH Finance LLC, Columbia Insurance Company, BH Columbia Inc., OBH, Inc., Berkshire Hathaway Inc., and Warren E. Buffett, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
CUSIP NO. 317928109 |
13D |
PAGE 17 OF 19 PAGES |
BERKADIA LLC | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
President |
BERKADIA MANAGEMENT LLC | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
President |
BERKADIA EQUITY HOLDINGS LLC | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
President |
BHF BERKADIA MEMBER INC. | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
PresIDENT |
BH FINANCE LLC | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
President |
COLUMBIA INSURANCE COMPANY | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
Treasurer |
BH COLUMBIA INC. | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
President |
CUSIP NO. 317928109 |
13D |
PAGE 18 OF 19 PAGES |
OBH, Inc. | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
Vice President |
BERKSHIRE HATHAWAY INC. | ||
By: |
/s/ MARC D. HAMBURG | |
Name: |
Marc D. Hamburg | |
Title: |
Vice President and Chief Financial Officer |
WARREN E. BUFFETT | ||
By: |
/s/ WARREN E. BUFFETT | |
CUSIP NO. 317928109 |
13D |
PAGE 19 OF 19 PAGES |
Exhibit No. |
Description | |
1. |
Executive Officers and Directors of Berkadia Equity Holdings LLC. | |
2. |
Berkadia Equity Holdings LLC Operating Agreement, effective as of July 31, 2002, between BHF Berkadia Member Inc. and
WMAC Investors, Inc. | |
3. |
Novation Agreement and Amendment to Registration Rights Agreement, dated as of August 23, 2002, among Berkadia LLC,
Berkadia Equity Holdings Inc., and The FINOVA Group Inc. | |
4. |
Novation Agreement, dated as of August 23, 2002, among The FINOVA Group Inc., Berkadia Equity Holdings LLC, Berkadia
LLC, Berkshire Hathaway Inc., and Leucadia National Corporation. | |
5. |
Agreement to File Schedule 13D Jointly, among Berkadia LLC, Berkadia Management LLC, Berkadia Equity Holdings LLC,
BHF Berkadia Member Inc., BH Finance LLC, Columbia Insurance Company, BH Columbia Inc., OBH, Inc., Berkshire Hathaway Inc., and Warren E. Buffett, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |