Shamrock Activist Value Fund L P DFAN14A Additional proxy materials by non-management

SCHEDULE 14A

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Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

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COINSTAR, INC.

(Name of the Registrant as Specified In Its Charter)

SHAMROCK ACTIVIST VALUE FUND, L.P.

SHAMROCK ACTIVIST VALUE FUND II, L.P.

SHAMROCK ACTIVIST VALUE FUND III, L.P.

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

SHAMROCK CAPITAL ADVISORS, INC.

SHAMROCK HOLDINGS OF CALIFORNIA, INC.

SHAMROCK HOLDINGS, INC.

STANLEY P. GOLD

EUGENE I. KRIEGER

JOHN M. PANETTIERE

ARIK AHITOV

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

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Shamrock Capital Advisors, Inc.

Back to Basics—It’s About Time

for Change at Coinstar

May 21, 2008

2

I.

Executive Summary

II.

Coinstar’s Historical Performance

III.

Shamrock’s Platform

IV.

Shamrock Overview and Nominees

V.

Summary

Table of Contents

3

Executive Summary

•

Coinstar’s business is at an inflection point. We believe

a

fresh, stockholder focused perspective is

needed in the Board

room

to maximize the value of the Company’s assets for all stockholders

Coinstar is a serial acquirer with limited success to date

Despite investing more than $550 million over the past five years, Return On Invested Capital

(“ROIC”) has plummeted more than 50% since 2002 (from 12.7% to 5.7% by the end of 2007)

Entertainment division performance has been dismal

During this period, Coinstar’s stock underperformed the S&P 500 by 38%

•

We believe management's current strategy will delay the necessary increase in ROIC; it is about time

stockholders

benefit

from

the

investments

made

in

the

last

few

years

•

Coinstar lacks compensation discipline and a critical corporate governance safeguard

•

Coinstar’s

Board is insular with minimal economic interest and highly resistant to outside

stockholder Board representation

Shamrock’s considerable efforts to partner with management and Board to increase investor Board

representation were rejected. Instead, Coinstar’s Board and management chose a costly proxy contest

and a pattern of data misrepresentation

Coinstar’s recently proposed single director selection process demonstrates Board and management

desire for control and to protect its incumbent directors

•

Our nominees have the right experience and approach for maximizing value for all owners

If

elected,

Shamrock’s

nominees

will

focus

on

maximizing

value

for

all

stockholders

by

advocating

for improvements in operational focus, capital allocation, compensation policies, transparency and

governance practices

4

I.

Executive Summary

II.

Coinstar’s Historical Performance

III.

Shamrock’s Platform

IV.

Shamrock Overview and Nominees

V.

Summary

Table of Contents

5

Coinstar has failed in four key areas

Limited acquisition success with declining ROIC and poor

capital management policy

Limited accountability to stockholders

Lack of communication transparency hurting stockholder

confidence and trust

Poorly designed compensation plans and governance practices

1

2

3

4

A change is needed in Coinstar’s Board to

maximize value to all stockholders

6

Coinstar’s strategy has resulted in a dramatic decline in

ROIC

Coinstar has spent hundreds of millions of

dollars since 2002…

…

while driving ROIC significantly below

cost of capital

Source: Coinstar filings, Capital IQ (Permission to use Capital IQ information was neither sought nor obtained)

1

0

100

200

$300M

2002

$22M

$22M

2003

$25M

$25M

2004

$236M

$43M

$279M

2005

$21M

$44M

$65M

2006

$31M

$46M

$77M

2007

$7M

$84M

$92M

$

Spent

43%

47%

461%

63%

67%

157%

%

of

CFFO

Capex

Cash

Acquisitions

0

5

10

15%

2002

12.7%

2003

14.1%

2004

7.8%

2005

6.1%

2006

5.3%

2007

5.7%

ROIC

7

After spending more than $275M on entertainment

acquisitions, operations have deteriorated drastically

All key metrics of Coinstar’s entertainment division have sharply declined, with current

EBITDA margin guidance at 4-5%

Source: Coinstar filings and meetings, Shamrock analysis

1

0

100

200

$300M

2005

$239M

2006

$274M

2007

$239M

2008(G)

$160M

12

-

15%

9

-

10%

9

-

10%

4

-

5%

EBITDA

Margin

(E)

Entertainment

division

revenue

100

150

200

$250

Q1

'06

$239

Q2

'06

$226

Q3

'06

$235

Q4

'06

$220

Q1

'07

$217

Q2

'07

$205

Q3

'07

$213

Q4

'07

$185

Q1

'08

$173

Entertainment

revenue

per

machine

296

298

295

301

299

297

289

280

230

#

of

machines

(000s)

8

More than $60M was spent on money transfer acquisitions

which have yet to produce adequate returns

After spending ~$60M, money transfer is still

unprofitable and significantly lags industry

average profitability

Source:

Coinstar

filings,

Capital

IQ

(Permission

to

use

Capital

IQ

information

was

neither

sought

nor

obtained)

(a)

3-year

average,

except

for

RIA,

which

is

a

2-year

average

because

it

was

acquired

by

Euronet

in

2006.

(b) CSTR 1Q’08 EBITDA margin for CMT / E-payments segment.

(a)

(b)

•Merits of the money

transfer acquisitions

are questionable

There appear to be

few, if any, synergies

between money

transfer and the rest of

Coinstar’s fourth wall

offering

1

-5.0

5.0

15.0

25.0

30.0%

WU

31.0%

MGI

14.7%

RIA

13.1%

Dolex

18.9%

CSTR

-1.8%

Money

transfer

division

EBITDA

margin

Industry

Avg.

9

Coinstar’s Board is insular; new directors with an investor-focused

agenda would improve the Board’s composition and alignment

•

The incumbent non-management Board

members own very little Coinstar stock

Over the last year, Coinstar’s management and

Board purchased only 1,000 Coinstar shares in the

open market

CEO and Director David W. Cole sold approximately

24,000 shares of Coinstar Stock in May 2008

•

With the exception of one Board member added

in 2007, all incumbent Board members have

served together since 2002 or before

Most Board members are from the “Seattle Club”

•

The three incumbent Coinstar nominees for

2008 slate have little relevant operational

experience

Source: Coinstar 2008 proxy, Capital IQ (Permission to use Capital IQ information was neither sought nor obtained)

2

Incumbent Board Slate

Deborah L. Bevier

•

Principal of DL Bevier Consulting LLC

•

Prior President of Waldron Consulting

•

Prior President, CEO & Director of Laird Norton Financial

•

Prior Chairman and CEO of Key Bank of Washington

David M. Eskenazy

•

COO of Investco

Financial Corp

•

Prior COO and EVP at R.C. Hedreen

Co.

•

Prior auditor at Peat Marwick Mitchell & Co.

Robert D. Sznewajs

•

President, CEO and Director of West Coast Bancorp

•

Prior EVP of U.S. Bancorp

•

Prior Pres. of the Credit Card Division of Bank of America

•

Prior EVP of Valley National Bank of Arizona

Work Experience

Directors

Director

Since

David W. Cole

2001

Keith D. Grinstein

2001

Deborah L. Bevier

2002

David M. Eskenazy

2000

Robert D. Sznewajs

2002

R. Michael Rouleau

2007

Ronald B. Woodard

2001

8000 Bent Branch Drive

Irving, TX 75063

1177 Fairview Avenue North

Seattle, WA 98109 (retired)

Business Address

1000 Second Avenue, Suite 1200

Seattle, WA 98104

2621 Second Avenue, Suite 1405

Seattle, WA 98121

1201 Third Avenue, Suite 3710

Seattle, WA 98101

5335 Meadows Road, Suite 201

Lake Oswego, OR 97035

1800 114th Avenue S.E.

Bellevue, WA 98004

Directors

Common

Shares

Owned

% of Common

Shares

Outstanding

Issuable Upon

Option Exercise

Unvested

Restricted

Stock

Total Shares

Beneficially

Owned

Keith D. Grinstein

6,500

0.02%

83,342

3,286

93,128

Deborah L. Bevier

9,032

0.03%

52,190

2,347

63,569

David M. Eskenazy

8,236

0.03%

62,190

2,347

72,773

Robert D. Sznewajs

7,066

0.03%

52,190

2,347

61,603

R. Michael Rouleau

0

0.00%

13,690

2,347

16,037

Ronald B. Woodard

3,502

0.01%

57,190

2,347

63,039

Non-Management Board Ownership

34,336

0.12%

1.3%

David W. Cole

31,288

0.11%

440,792

33,042

505,122

Total Board Ownership

84,428

0.23%

3.1%

10

Coinstar’s Board is not adequately accountable to its

stockholders

•

After years of neglect, on April 3, 2008 (one day before the advance notice Bylaw

deadline

for

stockholders’

director

nominations

expired),

Coinstar’s

Board

implemented

a

few governance changes

Improvements were made

only after Shamrock gave Coinstar its governance

recommendations,

made

those

recommendations

public

and

asked

the

Company

to

consider adding Board candidates recommended by stockholders

•

Coinstar’s

Board

rejected

one

of

the

most

critical

recommendations

—

they

did

not

agree

to

de-stagger

the

Board

to

provide

for

annual

elections

of

all

directors

•

Coinstar’s Board rejected Shamrock’s suggestion of having significant

stockholder representation on the Board

Never sought to interview our nominees before categorically rejecting them and attacking

their experience

Instead, quickly set a record date, put forth their incumbent slate and filed their proxy

Coinstar’s directors should be accountable to

stockholders every year

2

11

Coinstar’s recently announced director nomination

selection process is too little too late

•

Their proposal is a half step forward, but also is a tacit admission that their current

Board is not in touch with stockholders’

interests

•

This newest scheme is flawed for the following reasons:

A

self

defense

mechanism

in

response

to

our

proxy

contest

and

in

an

effort to

circumvent

the

Board’s

existing

formal

nomination

process

laid

out

in

the

proxy

Reactive

to

a

growing

stockholder

pressure

for

change

on

the

Board

A

desperate

effort

by

Coinstar’s

insular

Board

to

preserve

current

incumbent

director seats,

by promising to do better in the future

Does not require them to do anything until after the 2008 election is over

They will not be accountable for at least one or more years

Threaten

stockholders

not

to

pursue

this

process

if

even

one

Shamrock

nominee is

elected

If

Coinstar’s

Board

is

truly

committed

to

bringing

in

a

new

director,

why

is

it

not

a good idea if Shamrock’s nominees are elected?

Demonstrates

Coinstar’s

Board

and

management

desire

to

control

the

process

and

only pick new directors that they

hand-select

The fact that any outside nominee would be in office until 2008 demonstrates that

they

intend

to

remain

a

classified

Board

for

the

foreseeable

future

2

12

Coinstar’s stockholder communication lacks clarity and

transparency (1 of 2)

•

Coinstar management “bends the facts”

regarding its performance

Proxy claims regarding Coinstar’s performance are misleading and exaggerated

Coinstar’s

claim:

“Increased

revenue…

during

the

past

five

years”

and “more than doubled EBITDA”

This

ignores

the

$500+

million

in

capital

spending

and

acquisitions

during

this

period to

achieve virtually all of this growth

Does not acknowledge the fact that net income during that time has been relatively flat

Coinstar’s claim:

“Coinstar’s stock price has increased over 160% from the closing price of $12.14

on July 14, 2003, to $31.70”

Coinstar

started

their

stock

measurement

period

with

a

severely

battered

stock

price

from

three

trading

days

after

Coinstar

announced

it

had

lost

Safeway

as

a

customer

Coinstar‘s stock on July 14, 2003 was ~35% lower than its stock the day before the Safeway

loss announcement and ~45% lower than at the beginning of 2003

Prior communication about acquisition activity was misleading

On the 2006 third and fourth quarter earnings calls, Mr. David Cole (CEO) stated and then reiterated

that

Coinstar

had

no

plans

or

intentions

to

make

any

significant

acquisitions

Coinstar acquired GroupEx, its second largest acquisition ever, only a few months later

When questioned, Mr. Brian Turner (CFO) defended the Company by stating Mr. Cole did not

reiterate the commitment in the 2007 first quarter earnings call

Selective disclosure is misleading and illustrates a lack of

candor and transparency

3

13

Coinstar’s stockholder communication lacks clarity and

transparency (1 of 2)

•Coinstar’s

disclosure

omits

significant

information

that

is

highly

relevant to investors

Conference

call

presentations

have

improved

only

after

two

years

of

pressure

from Shamrock

for greater disclosure, but still omits critical information

Still

refuses to disclose the EBITDA attributable to its core coin-counting

business

even as firms with similar revenue sharing arrangements with retailers

(e.g., Western Union, Moneygram, etc.) routinely disclose this information

Still

refuses

to

share

its

5-year

DCF,

ROIC

and

IRR

calculation

methods

(tools that help them determine capital allocation decisions) with stockholders,

and instead notes there are multiple methods of calculating ROIC

Lack of transparency damages investor confidence and

trust

3

14

Coinstar’s compensation plans are suboptimal and do not

adequately link pay to performance

STIP deficiencies

•

Too many metrics included in

performance-based pay; performance

goals should be more focused to drive

desired behavior

•

Long-term metrics like ROIC are

inappropriately included in short-term

compensation goals

•

Earning a performance bonus in 2007

did

not

require

achieving

company’s

public guidance

•

Deficient disclosure

Calculation methods not disclosed

Company does not follow compensation

disclosure best practices of giving

forward-looking view of STIP terms

LTIP deficiencies

•

Less than 15% of pay is performance-

based*

•

Focus should be on longer term

measures, such as ROIC, rather than

EBITDA from a single year

•

Earning a performance bonus in 2007

did

not

require

achieving

company’s

public guidance

•

Company does not follow compensation

disclosure best practices of giving

forward-looking view of LTIP terms

Source: Coinstar 2007 and 2008 proxies, * Shamrock analysis

4

15

Coinstar’s strategy has caused its stock to consistently

underperform the market

7/9/03: CSTR

announces end

of Safeway

relationship

COINSTAR

VS.

S&P

500

TOTAL

RETURN

(12/31/02

-

4/4/08)

(100%)

(50%)

0%

50%

100%

150%

12/31/02

11/13/03

09/30/04

08/15/05

06/29/06

05/16/07

04/01/08

Coinstar, Inc. (NasdaqNM:CSTR)

S&P 500 (Total Return Index: SPYZ)

Source:

Capital

IQ

(Permission

to

use

Capital

IQ

information

was

neither

sought

nor

obtained)

16

I.

Executive Summary

II.

Coinstar’s Historical Performance

III.

Shamrock’s Platform

IV.

Shamrock Overview and Nominees

V.

Summary

Table of Contents

17

Shamrock nominees will focus on five key areas

Improving operational performance and increasing ROIC

Improving capital allocation and developing a balanced capital

management policy

Improving compensation policies to properly link pay to

performance

De-staggering the Board to provide for annual elections

Improving communication transparency and clarity to restore

stockholder confidence and trust

1

2

3

4

Our nominees’

guiding principle is to maximize

value for ALL stockholders

5

18

Significant upside is in jeopardy unless Coinstar focuses on

its coin and Redbox operations

1

Coin and Redbox are key value drivers that require significant management

attention; pursuing new acquisitions will be an unnecessary distraction

Coin and Redbox machines installed by end

of 2008 have significant earning potential

2008 is expected to be a record installation

year, requiring significant operational focus

Source: Shamrock analysis, Coinstar filings and guidance

0

1,750

3,500

5,250

7,000

5-Yr

Average

2,433

1,100

3,533

2008

(G)

4,000

2,250

6,250

Coin

and

Redbox

machine

installs

Coin

Machines

DVD

Kiosks

0

50

100

150

$200M

2008E

$96.4M

$20.0M

$116.4M

Maturity

Base

(2010E)

$105.0M

$44.5M

$149.5M

Maturity

Upside

(2010E)

$120.0M

$62.5M

$182.5M

Coin

and

Redbox

EBITDA

potential

(projected)

29%

66%

102%

YOY

%

increase

Coin

Redbox

19

Improve the financial performance of entertainment and

money transfer businesses

•Entertainment Business

Stabilize the revenue and margin trends

Ensure key customer relationships are secure

Carefully manage capital expenditures to achieve acceptable ROIC

Objectively

evaluate

strategic

importance

to

the

overall

4

wall

strategy

•Money Transfer Business

Improve margins

Focus intensely on integrating prior acquisitions

1

th

20

Redesign Coinstar’s capital management philosophy and

policies

•Despite available cash flow, Coinstar’s management has historically

refused to return meaningful amounts of capital to stockholders

Cash

used

primarily

to

fund

underperforming

acquisitions

instead

of

being

returned to stockholders

Share repurchases have traditionally been used only to offset the dilution created

by employee stock option grants

•Shamrock’s nominees will advocate a fresh perspective on capital

allocation

Advocate for appropriately balancing the need for reasonable investments in the

Company’s core businesses with the goal of returning more capital to stockholders

Advocate to review all options including an ongoing share repurchase program,

Dutch tender, special dividend and regular dividends

•No acquisitions in the next 18 months, unless the proposed transaction

satisfies more rigorous and well defined financial and synergistic criteria

Financial and synergistic thresholds should be communicated clearly to

stockholders

2

21

Directly link pay to performance and synchronize with key

business objectives

Suggested changes

Rationale

STIP:

•

Reduce number of metrics while keeping the

focus on short-term initiatives that drive long-

term value

Coin, DVD, and money transfer cross selling

EBITDA/EBIT/FCF margin and growth

Entertainment unit sales, gross margins, and

FCF

•

Remove ROIC from plan metrics

•

Disclose bonus thresholds and calculation

methods

•

Cross selling coin/DVD/money transfer and

stabilizing the entertainment business FCF are

key initiatives for the next 12-18 months

•

Margins and CF generation should be balanced

with growth initiative

•

Long-term metrics like ROIC should be part of 

LTIP portion

•

Improve transparency and accountability

3

LTIP:

•

Change award/vesting to performance-based

measures

Assign and disclose thresholds

•

Performance metrics should be based on objective

and long-term goals that are under management’s

control (e.g. 3-year rolling average)

ROIC

OPEX cost management

•

Fully shift to performance-based pay (from

time-based)

•

Create transparency and accountability

•

Focus on longer term measures rather than

EBITDA from a single year

•

Provide real incentives to generate long-term

value

•

Balance between executive retention and

achieving performance goals

22

De-stagger Coinstar’s Board

•

De-stagger the Board

of Directors to immediately

require annual director elections

Provide for increased accountability to stockholders

Eliminate the potential for improper entrenchment

4

Stockholders should have the right to choose the

directors

who

represent

them

each

and

every

year

23

Improve communication to increase transparency and

restore stockholder confidence and trust

•Communicate to stockholders directly and honestly in a manner that

promotes investor confidence and trust

Adopt an attitude towards disclosure that truly treats stockholders as owners of the

business

Provide

clear

and

accurate

information—no

more

“fact

bending”

or

selective

disclosure

Provide stockholders the information they need to properly evaluate management and

Board performance

•Improve and expand the detail and quality of disclosure so that investors

can better asses the value of Coinstar’s various businesses

Better disclosure of performance metrics by business segment

Disclose ROIC/IRR calculations and targets for all business segments

Disclose financial thresholds and targets for any future acquisitions

Disclose clear parameters for compensation

5

24

I.

Executive Summary

II.

Coinstar’s Historical Performance

III.

Shamrock’s Platform

IV.

Shamrock Overview and Nominees

V.

Summary

Table of Contents

25

•Shamrock Holdings, Inc. was founded in 1978 as the Roy E.

Disney family private investment company

•Over $2.5 billion invested since inception 30 years ago

•The key principals at Shamrock, collectively, have over 80 years

of general investment experience

•The Shamrock Activist Value Fund was formed to make equity

investments in small-cap, publicly-traded companies

•The Shamrock Activist Value Fund has $1 billion under

management, and combines a deep value focus with a strategy

of responsible stockholder activism

•Past examples of activist investments include The Walt Disney

Company, Intrado Inc., Ansell Limited, Helene Curtis, Koor

Industries Limited, and TNS Inc.

Shamrock has a long history of responsible stockholder

activism

26

Our nominees have the right training, skills and experience to help

drive Coinstar’s performance to the benefit of all stockholders

John M. Panettiere

Eugene I. Krieger

Arik Ahitov

•

Founder and CEO of John M.

Panettiere Business

Consulting (2005-present)

•

Former CEO of Blount

International (NYSE: BLT);

a $1B diversified global

manufacturer of forestry, 

outdoor products, and

sporting equipment (largest

customer was Wal-Mart)

•

Former CEO of Grove

Worldwide Company

•

Former CEO Fiat-Allis

Companies

•

Former Director, Gencor

Industries

•

Director, Altec Industries

•

Westminster College, B.A.

•

Vice President and

Portfolio Manager,

Shamrock Capital

Advisors (2004-present)

•

Former Associate, Royal

Management

•

Former Manager,

FreeDecision, Inc

•

Former Associate,

Solomon Smith Barney

•

Former Consultant,

Mitchell Madison Group

•

UCLA Anderson School of

Management, MBA

•

Northwestern University,

B.A. Economics

•

Vice Chairman and COO,

Shamrock Holdings (1999-

present)

•

Former Senior Tax

Partner, Managing Partner

of Southern California Tax

Practice, and member of

the Policy Board of

Directors,

Pricewaterhouse-Coopers,

LLP

•

Vice Chairman of the

Board of Colburn School

•

Director of Beverly Hills

Education Foundation

•

UCLA, B.S.

27

I.

Executive Summary

II.

Coinstar’s Historical Performance

III.

Shamrock’s Platform

IV.

Shamrock Overview and Nominees

V.

Summary

Table of Contents

28

Coinstar’s Board needs to be refreshed in order to

maximize value for ALL stockholders

The Shamrock Activist Value Fund recommends that Coinstar

stockholders

vote

the

GOLD

proxy

card

FOR

Shamrock’s

three

nominees

•

It is about time for:

A renewed focus on improving operational performance and Coinstar’s

ROIC

Returning more capital

to Coinstar’s stockholders through dividends or

expanded share repurchases

Improved corporate governance policies,

including annual election

of directors and true pay for performance

Transparent and clear communication

from the Directors and

executives who claim to work for stockholders

A new perspective

in the Boardroom with a stockholder focused agenda

A restored investor confidence, goodwill and trust

•

Our nominees have the training, skills, experience, and commitment to

maximize value for all

stockholders

29

In

connection

with

Coinstar,

Inc.’s

upcoming

2008

annual

meeting

of

stockholders

(the

“Annual

Meeting”),

the

Shamrock

Activist

Value

Fund,

L.P.,

a

Delaware

limited

partnership,

Shamrock

Activist

Value

Fund

II,

L.P.,

a

Virginia

limited

partnership,

and

Shamrock

Activist

Value

Fund

III,

L.P.,

a

Delaware

limited

partnership

(collectively,

the

“Shamrock

Activist

Value

Fund”),

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

proxy

statement

(the

“SAVF

Proxy

Statement”)

and

related

materials

for

the

solicitation

of

proxies

from

Coinstar

stockholders

for

use

at

the

Annual

Meeting.

The

Shamrock

Activist

Value

Fund,

its

director

nominees

and

certain

of

the

Shamrock

Activist

Value

Fund’s

affiliates

are

or

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

with

respect

to

the

Annual

Meeting.

Information

regarding

the

Shamrock

Activist

Value

Fund,

its

nominees

and

such

participants

is

contained

in

the

Schedule

14A

and

related

materials

filed

by

the

Shamrock

Activist

Value

Fund

with

the

SEC.

Coinstar

stockholders

should

read

the

SAVF

Proxy

Statement

and

related

materials

filed

with

the

SEC

with

respect

to

the

Annual

Meeting

because

they

contain

important

information.

These

materials

are

available

without

charge

at

the

SEC’s

website

at

www.sec.gov.

THE

SHAMROCK

ACTIVIST

VALUE

FUND

RECOMMENDS

YOU

VOTE

“FOR”

THE

ELECTION

OF

ITS

THREE

NOMINEES,

EUGENE

I.

KRIEGER,

JOHN

M.

PANETTIERE,

AND

ARIK

AHITOV,

TO

THE

BOARD

OF

DIRECTORS

OF

COINSTAR.

If

you

support

change

at

Coinstar,

please

vote

the

GOLD

proxy

card

FOR

the

Shamrock

Activist

Value

Fund’s

three

nominees

TODAY!

If

you

have

any

questions

or

need

assistance

in

voting

your

Coinstar

shares,

please

contact

our

proxy

solicitor:

105

Madison

Avenue,

17th

Floor

New

York,

NY

10016

1-800-322-2885

coinstarproxy@mackenziepartners.com