Schedule 13D Precedent

Creeping Tender Offers

Midway Games - Sumner Redstone

Schedule 13D amended over 80 times
As Sumner Redstone increased his holdings to 88%
through open market purchases over seven years

Presumably not a tender offer

Amendment #86 10.07.05
Schedule 13D 4.16.98

Item 4: Purpose

No intent to control

Example - Investment only

The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchases of the shares of Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of Common Stock by the Reporting Persons is for investment purposes, the Reporting Persons may pursue discussions with management in an effort to maximize long-term value for shareholders. Each of the Reporting Persons may make further purchases of shares of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by him or it at any time. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respectthereto, but has no present intention of doing so.
Source document
Eminence's acquisition of Argosy shares has been made for investment purposes. Depending upon future evaluations of the business prospects of Argosyand other factors, including but not limited to, general economic and business conditions, Eminence may retain or, from time to time, increase its holdings or dispose of all or a portion of its holdings, subject to any applicable legal restrictions to do so.

Eminence believes that the shares of Argosy are undervalued and supports the strategic direction of Management.

Other than as described above, Eminence does not have any plans or proposals which would result in any of the following:

a. the acquisition by any person 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. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board;
e. any material change in the present capitalization or dividend policy of the Issuer;
f. any other material change in the Issuer's business or corporate structure;
g. changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
h. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
i. causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
j. any action similar to any of those enumerated above.
Source document
The Reporting Persons acquired beneficial ownership of the Ordinary Shares and the Ordinary Shares represented by ADSs described in this Schedule 13D for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Ordinary Shares and ADSs either in the open market or in private transactions, depending upon the Reporting Persons' evaluation of the Company's business, prospects and financial condition, the market for the ADSs and the Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.

Depending upon the factors noted above, the Reporting Persons may decide to hold or dispose of all or part of their investment in the Ordinary Shares and the ADSs.

None of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4.
Source document

Cage rattling

PCM has communicated with management of the Company, and expects to continue to communicate with management of the Company, regarding PCM's desire that the Company pursue appropriate measures to enhance shareholder value. PCM intends to, among other things, closely evaluate the performance of the Company and the value of the Shares, including but not limited to the continued analysis and assessment by PCM of the Company's business, assets, operations, financial
condition, capital structure, management and prospects. Depending upon such factors that PCM may from time to time deem relevant, PCM may, among other things, (i) communicate with other shareholders of the Company, or persons who may desire to become shareholders of the Company, regarding the composition of the Company's board of directors and management, (ii) solicit proxies or consents, to be used at either the Company's regular annual meeting of shareholders, or at a special meeting of shareholders, or otherwise, with respect to the matters described in clause (i) above, including possibly the election of one or more nominees of PCM and/or such other shareholders to the board of directors of the Company, (iii) seek to cause the Company to merge with or into, consolidate with, transfer all or substantially all of its assets to, or otherwise engage in any business combination with, one or more other parties, (iv) acquire additional Shares, (v) dispose of any or all of the Shares held by the Fund and/or (vi) take such other actions with respect to the Company as PCM may from time to time determine.

Except as otherwise described in this Item 4 of this Schedule 13D, the acquisition of the Shares by the Fund is for investment purposes on behalf of the Fund.
Source document

Negotiated purchase - Board representation

The Reporting Persons acquired beneficial ownership of the shares of Common Stock described in this Schedule 13D for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in private transactions, depending upon the Reporting Person's evaluation of the Company's business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.

Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investment in the Common Stock.

Pursuant to the Stock Purchase Agreement, dated July 18, 2005, among the Company, GAP 80, GAPCO III, GAPCO IV, GapStar, KG and certain other parties named therein (the "Stock Purchase Agreement"), the Company has agreed to add one seat to its board of directors and cause to be elected to the board of directors one person designated by GA, who shall initially be Florian Wendelstadt. Otherwise, none of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4.
Source document

Special situations

Negotiations with bidder

The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchases of the shares of Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of Common Stock by the Reporting Persons is for investment purposes, the Reporting Persons have had discussions with managementin an effort to maximize long-term value for shareholders.

Previously, the Reporting Persons had objected to, and have voted their proxy against, the proposed sale of Masonite to KKR (the "Transaction"). On February 17, 2005 (two days after the last purchase of Masonite stock by the Reporting Persons) KKR contacted a representative (the "Representative") of the Reporting Persons seeking support for the Transaction. In that discussion KKR had asked at what price the Reporting Persons would support the Transaction. The Representative told KKR that the Reporting Persons would support a transaction at a price no less than CAD $42.25. No understandings or agreements of any kind were entered into as a result of that conversation. Subsequently, KKR contacted the Representative and indicated they would modify the Transaction price to CAD $42.25 per share if the Reporting Persons agreed, in writing, to vote their proxy in favor of the Transaction. The Representative has in turn entered into an agreement with KKR to support the Transaction at CAD $42.25 and to vote theirproxy in favor of the Transaction.

In the event the Transaction is voted down at the March 31, 2005 special meeting of shareholders or the Transaction is terminated for any reason the Reporting Persons intend to continue discussions with the management of Masonite regarding how they may maximize the long-term value for shareholders.
Source document

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