(a) (c), (f) This Statement is filed jointly by
each of the following persons pursuant to Rule 13d-1(k) promulgated by the
Securities and Exchange Commission (the Commission) pursuant to Section 3
of the Securities and Exchange Act of 1934, as amended (the Exchange Act):
(i) Finn Holding
Corporation, a Delaware corporation (Parent),
(ii) Platinum Equity
Capital Partners II, L.P., a Delaware limited partnership (PECP II),
(iii) Platinum Equity
Partners II, LLC, a Delaware limited liability company (Platinum Partners),
(iv) Platinum Equity
Investment Holdings II, LLC, a Delaware limited liability company (Platinum
Investment),
(v) Platinum Equity,
LLC, a Delaware limited liability company (Platinum Equity), and
(vi) Tom Gores, an
individual (collectively, the Reporting Persons).
The Reporting Persons have entered into a
Joint Filing Agreement, dated as of October 29, 2010, filed as
Exhibit 1
hereto, pursuant to which the Reporting Persons have agreed to file this
Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under
the Exchange Act. The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the
Exchange Act. The Reporting Persons expressly disclaim that they have agreed
to act as, or are otherwise members of, a group within such meaning.
Pursuant to Rule 13d-4 of the Exchange
Act, the Reporting Persons expressly declare that the filing of this
statement shall not be construed as an admission that any such person is, for
the purposes of Section 13(d) and/or Section 13(g) of the
Exchange Act or otherwise, the beneficial owner of any securities covered by
this Statement.
The principal place of business and principal
office of each of the Reporting Persons is 360 North Crescent Drive, South
Building, Beverly Hills, CA 90210.
Parent is a Delaware corporation and its
principal business is to serve as the holding company of Finn Merger
Corporation, a Delaware corporation (Merger Sub). Merger Sub has the sole purpose of entering
into the Merger Agreement (as defined in Item 4 below) with ACL. The name,
citizenship, business address and present principal occupation or employment
of each executive officer and director of Parent, and the name, principal
place of
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