SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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)
(Amendment No. 1)
Mac-Gray Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
554153106
(CUSIP Number)
Thomas D. Mueller
Chief Operations Officer and Chief Compliance Officer
462 South Fourth Street, Suite 1600
Louisville, KY 40202
(502) 371-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2011
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
CUSIP No. 554153106 13D Page 2 of 11 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
RIVER ROAD ASSET MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,281,164
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,732,654
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,654
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 3 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
IOWA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,281,164
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,654
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 4 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA INVESTORS HOLDINGS LTD
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,281,164
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,654
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 5 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA GROUP HOLDINGS LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,281,164
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,654
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 6 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,281,164
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 1,732,654
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,654
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 7 of 11 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $.01 per share (the
"Stock"), of Mac-Gray Corporation (the "Issuer"). The principle executive office
of the Issuer is located at the following address:
Mac-Gray Corporation
404 Wyman Street, Suite 400
Waltham, Massachusetts 02451-1212
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the persons filing this statement is as follows:
(a) The name of the persons filing are:
RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM"),
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC. ("AINAH"),
AVIVA INVESTORS HOLDINGS LTD ("AIHL").
AVIVA GROUP HOLDINGS LIMITED ("AGHL"), AND
AVIVA PLC ("AVIVA"),
(COLLECTIVELY, THE "FILERS").
(b) The business address of the Filers is as follows:
FOR RRAM: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202
FOR AINAH: 215 10TH STREET, SUITE 1000, DES MOINES, IA 50309
FOR AIHL, AGHL, AND AVIVA: C/O AVIVA INVESTORS GLOBAL SERVICES LIMITED,
NO. 1 POULTRY, LONDON, ENGLAND, EC2R 8EJ
(c) Present principal occupation or employment of the Filers and the name,
principal business and address of any corporation or other in which such
employment is conducted:
RRAM IS A SECURITIES AND EXCHANGE COMMISSION REGISTERED INVESTMENT
ADVISOR. AINAH IS 100% OWNER OF RRAM. AIHL IS 100% OWNER OF AINAH. AGHL IS
100% OWNER OF AIHL. AVIVA IS 100% OWNER OF AGHL.
THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE
FILERS ARE SET FORTH IN EXHIBIT A, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
(d) During the last five years, none of the Filers have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers were a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
(f) Citizenship:
RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE.
AINAH IS ORGANIZED UNDER THE LAWS OF IOWA.
AIHL, AGHL, AND AVIVA ARE ORGANIZED UNDER THE LAWS OF ENGLAND AND WALES.
CUSIP No. 554153106 13D Page 8 of 11 Pages
THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILERS WHO
IS A NATURAL PERSON IS SET FORTH IN EXHIBIT A HERETO, WHICH IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in purchasing the Stock of the Issuer is RRAM client
funds for which RRAM acts as investment advisor pursuant to an investment
advisory agreement between each RRAM client and RRAM. The amount of funds used
in purchasing the Stock of the Issuer is $29,053,562.01.
ITEM 4. PURPOSE OF TRANSACTION
The Stock was acquired for investment purposes in the ordinary course of
business. As such, the Filers may purchase, hold, vote, trade, dispose, sell or
otherwise deal the Stock for the benefit of its clients depending on changes in
the per share price of the Stock, or related to changes in the Issuer's
operations, management structure, business strategy, future acquisitions, growth
prospects, liquidity, capital allocation, including use of leverage, or from the
sale or merger of the Issuer. The Filers may discuss such matters with the
Issuer's management or directors, other shareholders, existing or potential
strategic partners or competitors, investment and finance professionals, and
other investors. Such analysis and discussions may result in the Filers
materially modifying its ownership of the Stock. The Filers may also exchange
information with the Issuer pursuant to confidentiality or similar agreements,
propose changes in its operations, governance, capitalization, or propose one or
more of the actions described in sections (a) through (j) of Item 4 of Schedule
13D, all in order to enhance shareholder value. The Filers do not intend to seek
control of the Issuer or participate in the day-to-day management of the Issuer,
and any Reporting Person that is registered as an investment company under the
Investment Company Act of 1940, as amended, will participate in such a
transaction only following receipt of an exemption from the Securities and
Exchange Commission under Rule 17d-1 promulgated under the Investment Company
Act of 1940, as amended, if required, and in accordance with other applicable
law. Certain officers of RRAM and/or the Filers did send letters on January 11,
2008 and on November 14, 2007 to Stewart G. MacDonald, Jr. and the Issuer's
Board of Directors, as well as on September 17, 2007 and on September 6, 2007 to
Stewart G. MacDonald, Jr. urging them to hire an independent advisory firm to
explore strategic options, including the sale of the Issuer, in order to
maximize shareholder value and to report its findings to all shareholders.
Copies of those letters were attached as Exhibits A, B, C, and D in RRAM's
initial Schedule 13D filed with the SEC on January 11, 2008.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on 13,821,984 shares of Common Stock of the Issuer outstanding as of
November 3, 2010, the Filers may be deemed to beneficially own 1,732,654,
or 12.5%, of the Issuer's outstanding shares of Common Stock.
(b) The Filers have the sole power to vote or direct the vote and to dispose
or direct the disposition of 1,281,164 shares of the Stock that the Filers
may be deemed to beneficially own.
(c) The Filers effected the following transactions in the Stock in open market
transactions on the dates indicated, and such transactions are the only
transactions in the Stock by the Filers during the sixty days prior to
February 8, 2011 (date range: December 10, 2010 through February 8, 2011):
CUSIP No. 554153106 13D Page 9 of 11 Pages
(4) PRICE
(3) NUMBER OF PER SHARE (5) HOW
SHARES OF COMMON OF COMMON TRANSACTED -
(1) NAME (2) DATE STOCK STOCK SELL OR BUY WHERE TRANSACTED
RRAM 12/10/2010 280 14.658 SELL RRAM principal place of business
RRAM 12/10/2010 720 14.658 SELL RRAM principal place of business
RRAM 12/16/2010 5,940 14.7264 SELL RRAM principal place of business
RRAM 12/21/2010 70 15.57 SELL RRAM principal place of business
RRAM 12/21/2010 1,000 15.659 BUY RRAM principal place of business
RRAM 12/22/2010 20 15.39 SELL RRAM principal place of business
RRAM 1/24/2011 1,490 14.6901 SELL RRAM principal place of business
RRAM 1/25/2011 10,478 14.8174 SELL RRAM principal place of business
RRAM 1/26/2011 8,682 14.768 SELL RRAM principal place of business
RRAM 1/26/2011 1,550 14.7587 BUY RRAM principal place of business
RRAM 2/4/2011 18,540 14.8223 SELL RRAM principal place of business
RRAM 2/8/2011 5,240 14.8119 SELL RRAM principal place of business
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
RRAM is the investment adviser to accounts of RRAM clients pursuant to
investment advisory agreements between RRAM clients and RRAM. Each investment
advisory agreement provides RRAM with the authority, among other things, to
invest account funds in the Stock, to dispose of the Stock, and to file this
statement on behalf of the account. Some, but not all, investment advisory
agreements provide RRAM with the authority to vote for the Stock. The number of
shares of Stock for which RRAM has sole voting power is reflected on RRAM's
cover page.
RRAM, AINAH, AIHL, AGHL, and Aviva entered into an Agreement Regarding Joint
Filing of Statement on Schedule 13D or 13G dated as of March 2, 2011 (the
"Agreement"). Under the Agreement, RRAM was appointed agent and attorney-in-fact
to prepare or cause to be prepared, sign, file with the Securities and Exchange
Commission and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and section
16(a) of the Securities Exchange Act of 1934, as amended. The Agreement will
terminate in the event that a statement terminating the Agreement is filed with
the Securities and Exchange Commission. The Agreement is attached as Exhibit B.
CUSIP No. 554153106 13D Page 10 of 11 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A - The name, business address, business activity, present principal
occupation or employment and, if natural person, citizenship of each executive
officer and director of the Filers.
EXHIBIT B - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
dated March 2, 2011.
CUSIP No. 554153106 13D Page 11 of 11 Pages
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.
March 2, 2011 RIVER ROAD ASSET MANAGEMENT, LLC,
a Delaware limited liability company
/s/ Thomas D. Mueller
---------------------------------------
By: Thomas D. Mueller,
Chief Operations Officer and Chief Compliance Officer
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
/s/ Charles G. Preseau
---------------------------------------
By: Charles G. Preseau
Chief Financial Officer
AVIVA INVESTORS HOLDINGS LTD
a limited liability company organized under the laws of
England and Wales
/s/ SG Boylan
---------------------------------------
By: SG Boylan
AVIVA GROUP HOLDINGS LIMITED
a limited liability company organized under the laws of
England and Wales
/s/ Michael Anscombe
---------------------------------------
By: Michael Anscombe
AVIVA PLC
a public limited company organized under the laws of
England and Wales
/s/ Michael Anscombe
---------------------------------------
By: Michael Anscombe
Exhibit A
The name, business address, business activity, present principal occupation or
employment and, if natural person, citizenship of each executive officer and
director of the Filers are set forth in Exhibit A hereto, which is incorporated
herein by reference.
RIVER ROAD ASSET MANAGEMENT, LLC
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Shircliff, James 462 S. 4th Street Chief Chief United
C. Suite 1600 Executive Executive States
Louisville, KY 40202 Officer Officer
Beck, R. Andrew 462 S. 4th Street President President United
Suite 1600 States
Louisville, KY 40202
Sanders III, 462 S. 4th Street Executive Executive United
Henry W. Suite 1600 Vice Vice States
Louisville, KY 40202 President President
Cinnamond, Erik 462 S. 4th Street Vice Vice President United
K. Suite 1600 President States
Louisville, KY 40202
Forsha, Thomas S. 462 S. 4th Street Vice Vice President United
Suite 1600 President States
Louisville, KY 40202
Deuser, Greg E. 462 S. 4th Street Vice Vice President United
Suite 1600 President States
Louisville, KY 40202
Brown, J. Alex 462 S. 4th Street Director of Director of United
Suite 1600 Research Research States
Louisville, KY 40202
Mueller, Thomas 462 S. 4th Street Chief Chief United
D. Suite 1600 Compliance Compliance States
Louisville, KY 40202 Officer and Officer and
Chief Chief
Operating Operating
Officer Officer
Ray, Tina M. 462 S. 4th Street Director of Director of United
Suite 1600 Trading Trading States
Louisville, KY 40202
Robbins, L. 462 S. 4th Street Vice Vice United
Michele Suite 1600 President of President of States
Louisville, KY 40202 Client Client
Services Services
O'Leary, Katrina 462 S. 4th Street Vice Vice United
Suite 1600 President of President of States
Louisville, KY 40202 Client Client
Services Services
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
O'Brien, Patrick 215 10th Street Director and Director and United
Suite 1000 Officer Officer States
Des Moines, IA 50309
Boylan, Siobhan 215 10th Street Director and Director and United
Suite 1000 Officer Officer Kingdom
Des Moines, IA 50309 /Ireland
dual
Preseau, Chuck G. 215 10th Street Director and Director and United
Suite 1000 Officer Officer States
Des Moines, IA 50309
Dromer, Alain 215 10th Street Director Director France
Henri Pierre Suite 1000
Des Moines, IA 50309
Junge, Ross A. 215 10th Street Director and Director and United
Suite 1000 Officer Officer States
Des Moines, IA 50309
Carney, Edmund S. 215 10th Street Officer Officer United
Suite 1000 States
Des Moines, IA 50309
Monaghan, Sean C. 215 10th Street Officer Officer United
Suite 1000 States
Des Moines, IA 50309
AVIVA INVESTORS HOLDINGS LTD.
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Dromer, Alain No.1 Poultry, Director and Director and France
Henri Pierre London EC2R 8EJ Executive Executive
Committee Committee
Member Member
Boylan, Siobhan No.1 Poultry, Director and Director and United
London EC2R 8EJ Executive Executive Kingdom
Committee Committee /Ireland
Member Member dual
Regan, Patrick No.1 Poultry, Director/ Chief United
Charles London EC2R 8EJ Chairman Financial Kingdom
Officer
Abberley, Paul No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
Arnoldi, No.1 Poultry, Executive Executive France
Veronique London EC2R 8EJ Committee Committee
Member Member
Bingham, Craig No.1 Poultry, Executive Executive Australia
London EC2R 8EJ Committee Committee
Member Member
Boulier, No.1 Poultry, Executive Executive France
Jean-Francois London EC2R 8EJ Committee Committee
Member Member
Hodgson, John No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
Gerth, Erich No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee States
Member Member
Field, Richard No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
Clemson, Nigel No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
O'Brien, Patrick No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
Womack, Ian No.1 Poultry, Executive Executive United
London EC2R 8EJ Committee Committee Kingdom
Member Member
AVIVA GROUP HOLDINGS LIMITED
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Hodges, Mark St Helen's, Director Director United
Steven 1 Undershaft, Kingdom
London EC3P 3DQ
Moss, Andrew John St Helen's, Director Director United
1 Undershaft, Kingdom
London EC3P 3DQ
Regan, Patrick St Helen's, Director Director United
Charles 1 Undershaft, Kingdom
London EC3P 3DQ
AVIVA PLC
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Francis, Mary St Helen's, Non exec. Non exec. United
Elizabeth 1 Undershaft, Director Director Kingdom
London EC3P 3DQ
Goeltz, Richard St Helen's, Senior Senior United
Karl 1 Undershaft, Independent Independent States
London EC3P 3DQ Director Director
Moss, Andrew John St Helen's, Director Director United
1 Undershaft, Kingdom
London EC3P 3DQ
Piwnica, Carole St Helen's, Non exec. Non exec. Belgium
1 Undershaft, Director Director
London EC3P 3DQ
Sharman, Colin St Helen's, Chairman Chairman United
Morven 1 Undershaft, Kingdom
London EC3P 3DQ
Van de Walle, St Helen's, Non exec. Non exec. France
Leslie 1 Undershaft, Director Director
London EC3P 3DQ
Walls, John St Helen's, Non exec. Non exec. United
Russell 1 Undershaft, Director Director Kingdom
Fotheringham London EC3P 3DQ
Machell, Simon St Helen's, Executive Executive United
Christopher 1 Undershaft, Committee Committee Kingdom
London EC3P 3DQ Member Member
Ainley, John St Helen's, Executive Executive United
David 1 Undershaft, Committee Committee Kingdom
London EC3P 3DQ Member Member
Dromer, Alain St Helen's, Executive Executive France
Henri Pierre 1 Undershaft, Committee Committee
London EC3P 3DQ Member Member
Hodges, Mark
Steven St Helen's, Director Director United
1 Undershaft, Kingdom
London EC3P 3DQ
Mayer, Igal St Helen's, Executive Executive United
Mordeciah 1 Undershaft, Director Director States
London EC3P 3DQ
Mackenzie, St Helen's, Executive Executive United
Amanda Felicity 1 Undershaft, Committee Committee Kingdom
London EC3P 3DQ Member Member
Wheway, Jonathan St Helen's, Non exec. Non exec. United
Scott 1 Undershaft, Director Director Kingdom
London EC3P 3DQ
Hoskins, Richard St Helen's, Executive Executive United
1 Undershaft, Committee Committee Kingdom
London EC3P 3DQ Member Member
Goh, Euleen Yiu St Helen's, Non exec. Non exec. Singapore
Kiang 1 Undershaft, Director Director
London EC3P 3DQ
Hawker, Michael St Helen's, Non exec. Non exec. Australia
John 1 Undershaft, Director Director
London EC3P 3DQ
Spencer, Robin St Helen's, Executive Executive United
Lloyd 1 Undershaft, Committee Committee Kingdom
London EC3P 3DQ Member Member
Regan, Patrick St Helen's, Executive Executive United
Charles 1 Undershaft, Director Director Kingdom
London EC3P 3DQ
Exhibit B
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G
(and any amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases and
sales by the undersigned of securities of any issuer, until such time as the
undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the
undersigned hereby constitute and appoint River Road Asset Management, LLC, a
Delaware limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said purchases
and sales, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present, until such time as the undersigned file
with the SEC a statement terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G. Dated: March 2, 2011
RIVER ROAD ASSET MANAGEMENT, LLC
By: /s/ Thomas D. Mueller
----------------------------------------
By: Thomas D. Mueller
Title: Chief Operations Officer and Chief Compliance Officer
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
/s/ Charles G. Preseau
----------------------------------------
By: Charles G. Preseau
AVIVA INVESTORS HOLDINGS LTD
/s/SG Boylan
By: SG Boylan
AVIVA GROUP HOLDINGS LIMITED
/s/ Michael Anscombe
----------------------------------------
By: Michael Anscombe
AVIVA PLC
/s/ Michael Anscombe
----------------------------------------
By: Michael Anscombe