UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CONSECO, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
208464883
---------
(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
September 10, 2003
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(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 s.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 208464883 Page 2 of 17
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Investment Limited Partnership I
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
11,455,493
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11,455,493
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,455,493
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 208464883 Page 3 of 17
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Palomino Fund Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
10,036,788
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
10,036,788
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,036,788
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 208464883 Page 4 of 17
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 208464883 Page 5 of 17
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Partners Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 208464883 Page 5 of 17
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
21,492,281
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
21,492,281
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,492,281
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14 TYPE OF REPORTING PERSON
IN
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is
the common stock, par value $0.01 per share (the "Common Stock"), of
Conseco, Inc., a Delaware corporation (the "Company"), formerly Conseco,
Inc., an Indiana corporation ("Old CNC"). The principal executive office of
the Company is located at 11825 N. Pennsylvania Street, Carmel, Indiana
46032.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by Appaloosa
Investment Limited Partnership I, a Delaware limited partnership ("AILP"),
Palomino Fund Ltd., a British Virgin Islands corporation ("Palomino"),
Appaloosa Management L.P., a Delaware limited partnership (the "Manager"),
Appaloosa Partners Inc., a Delaware corporation ("API"), and David A.
Tepper, a citizen of the United States ("Mr. Tepper" and, together with
AILP, Palomino, the Manager and API, the "Reporting Persons"). AILP and
Palomino hold the shares of the Company's Common Stock to which this
statement relates. The Manager, API and Mr. Tepper have voting and
dispositive power over such shares and therefore may be deemed to be
beneficial owners of such shares. The Reporting Persons have entered into a
Joint Filing Agreement, dated as of September 22, 2003, a copy of which is
attached hereto as Schedule I.
API is the sole general partner of the Manager. Mr. Tepper is the
sole stockholder and sole director of API, and his present principal
employment is as President of API. Ronald Goldstein is Secretary of API,
and his present principal employment is as Vice President of API ("Mr.
Goldstein"). Lawrence O'Friel's present principal employment is as
treasurer of API ("Mr. O'Friel" and, together with Mr. Goldstein, the "API
Officers"). Each of the API Officers is a citizen of the United States and
disclaims beneficial ownership of any of the securities covered by this
statement.
The Manager is the sole general partner of AILP, and the Manager
makes all investment decisions for Palomino as its investment adviser. AILP
and Palomino are referred to herein collectively as the "Purchasers."
Palomino has no executive officers, and its directors are as follows: Mr.
Tepper, Ernest Morrison ("Mr. Morrison"), and Graham Cook ("Mr. Cook" and,
together with Mr. Morrison, the "Palomino Directors"). Mr. Morrison and Mr.
Cook are each citizens of the United Kingdom. Mr. Morrison's present
principal employment is as a partner of the law firm Cox Hallett Wilkinson.
Mr. Cook's present principal employment is as Managing Director of TMF
(BVI) Limited and as Managing Director of Bison Financial Services Limited.
Each of the Palomino Directors disclaims beneficial ownership of any of the
securities covered by this statement.
The address of the principal business and/or principal office of
each of AILP, the Manager, API, Mr. Tepper and the API Officers is c/o
Appaloosa Partners Inc., 26 Main Street, 1st Floor, Chatham, New Jersey
07928. The address of the principal business and principal office of
Palomino is c/o Trident Trust Company (Cayman) Ltd., 1 Capital Place, P.O.
Box 847, Grand Cayman, Cayman Islands. Mr. Morrison's principal business
address at Cox Hallett Wilkinson is Milner House, 18 Parliament Street,
Hamilton, Bermuda. Mr. Cook's principal business address at TMF (BVI)
Limited is Mill Mall, P.O. Box 964, Road Town, Tortola, British Virgin
Islands, and at Bison Financial Services Limited, his principal business
address is Bison Court, Yamraj Building, Road Town, Tortola, British Virgin
Islands.
During the last five years, none of the Reporting Persons, the
API Officers nor the Palomino Directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has
been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchasers acquired the shares of Common Stock reported
herein in connection with the Company's emergence from bankruptcy on
September 10, 2003. On or about that date, the Company distributed a total
of 21,492,281 shares of Common Stock (the "Shares") to the Purchasers, with
11,455,493 such shares distributed to AILP and 10,036,788 such shares
distributed to Palomino pursuant to the consummation of the Sixth Amended
Joint Reorganization Plan of Old CNC and certain of its subsidiaries, under
Chapter 11 of the United States Bankruptcy Code (the "Plan of
Reorganization") on account of the respective claims held by the Purchasers
against one or more of the Reorganizing Debtors in that bankruptcy case.
Old CNC is the predecessor of the Company.
Such claims arose from the ownership by the Purchasers of (i)
$36,932,000 aggregate principal amount of Old CNC's 6.4% Senior Notes due
2003; (ii) $15,885,000 aggregate principal amount of Old CNC's 6.8% Senior
Medium-Term Notes, Series A, due 2005; (iii) $9,400,000 aggregate principal
amount of Old CNC's 8.5% Senior Notes due 2002; (iv) $131,910,000 aggregate
principal amount of Old CNC's 8.75% Senior Notes due 2004; (v) $6,355,000
aggregate principal amount of Old CNC's 9.0% Senior Notes due 2006; (vi)
$3,500,000 aggregate principal amount of Old CNC's 10.75% Senior Notes due
2008; (vii) $56,059,000 aggregate principal amount of Old CNC's 6.8% Senior
Notes due 2007; (viii) $51,195,000 aggregate principal amount of Old CNC's
8.75% Senior Notes due 2005; (ix) $118,388,000 aggregate principal amount
of Old CNC's 9.0% Senior Notes due 2008; and (x) $113,570,000 aggregate
principal amount of Old CNC's 10.75% Senior Notes due 2009. On or about
September 10, 2003, the Purchasers exchanged all of the foregoing claims
for the Shares, and all such claims were extinguished pursuant to the terms
of the Plan of Reorganization. The Purchasers did not pay additional
consideration for the Shares they received pursuant to the Plan of
Reorganization.
In addition, the Purchasers acquired shares of the Company's
Class A Senior Cumulative Convertible Exchangeable Preferred Stock, par
value $.01 per share (the "Preferred Stock"), in connection with the
Company's emergence from bankruptcy on September 10, 2003. On or about that
date, the Company distributed a total of 526,987 shares of Preferred Stock
to the Purchasers, with 280,884 such shares distributed to AILP and 246,103
such shares distributed to Palomino pursuant to the consummation of the
Plan of Reorganization on account of the respective claims held by the
Purchasers against one or more of the Reorganizing Debtors in that
bankruptcy case arising from the ownership of $30,000,000 aggregate
principal amount of the Company's bank debt. The number of shares of
Preferred Stock distributed to the Purchasers represents less than 5% of
that class.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, the shares beneficially owned by
the Reporting Persons were acquired pursuant to the terms of the Plan of
Reorganization on account of claims in Old CNC's Chapter 11 case.
Each of the Reporting Persons reserves the right, in light of its
ongoing evaluation of the Company's financial condition, business,
operations and prospects, the market price of the Common Stock, conditions
in the securities markets generally, general economic and industry
conditions, its business objectives and other relevant factors, to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of the Reporting Persons (and their respective
affiliates) reserves the right, in each case subject to any applicable
limitations imposed on the sale of any of their Shares by the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"), to (i) purchase additional Shares or
other securities of the Company, (ii) sell or transfer Shares beneficially
owned by it from time to time in public or private transactions, and (iii)
cause the Manager to distribute Shares in kind to its limited partners, the
limited partners of AILP and the investors in Palomino, as the case may be.
The Reporting Persons do not hold the Shares for the purpose of,
or with the effect of, changing or influencing the control of the Company,
or in connection with or as a participant in any transaction having that
purpose or effect. Except as otherwise described in this Schedule 13D, the
Reporting Persons currently have no plans or proposals which relate or
would result in any transaction, event or action enumerated in paragraphs
(a) through (j) of Item 4 of the form of the Schedule 13D promulgated under
the Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based upon information obtained from the Company, as of
September 10, 2003, there were a total of 100,000,000 shares of Common
Stock issued by the Company pursuant to the Plan of Reorganization. AILP is
the beneficial owner of 11,455,493 shares or 11.5% of these shares of
Common Stock, and Palomino is the beneficial owner of 10,036,788 shares or
10.0% of these shares of Common Stock. Each of the Manager, API and Mr.
Tepper is a beneficial owner of the aggregate 21,492,281 shares of Common
Stock issued to the Purchasers. None of the API Officers nor the Palomino
Directors beneficially owns any of these 21,492,281 shares of Common Stock.
Therefore, as of the date hereof, the beneficial ownership of each of the
Manager, API and Mr. Tepper constitutes approximately 21.5% of the issued
and outstanding shares of Common Stock.
(b) AILP may be deemed to have shared voting and dispositive
power with respect to 11,455,493 shares of Common Stock, and Palomino may
be deemed to have such shared voting and dispositive power with respect to
10,036,788 such shares. Each of the Manager, API and Mr. Tepper may be
deemed to have shared voting and dispositive power with respect to
21,492,281 shares of Common Stock.
(c) Except as described in this Schedule 13D, none of the
Reporting Persons, the API Officers, nor the Palomino Directors has
effected any transactions in the Common Stock during the sixty days
preceding the date of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Manager was a member of the official committee of unsecured
creditors (the "Committee") in Old CNC's Chapter 11 case. As part of the
Plan of Reorganization, which was confirmed by the United States Bankruptcy
Court for the Northern District of Illinois pursuant to an order entered on
September 9, 2003, the Committee, including the Manager, designated all
seven members of the Company's initial board of directors. No affiliate of
the Manager has been designated as a member of the Company's board of
directors. A copy of the Plan of Reorganization is attached hereto as
Exhibit I and is incorporated herein by reference.
AILP and Palomino were parties to two total return swap
agreements with respect to certain of Old CNC's notes (the "Reference
Assets"), which agreements were entered into prior to the commencement of
Old CNC's Chapter 11 case. The agreements did not give to any of the
Reporting Persons the right to acquire, dispose of or vote any of the
Reference Assets. Pursuant to the Plan of Reorganization, shares of Common
Stock were issued in respect of the Reference Assets and, pursuant to the
agreements, the Reference Assets automatically converted to Common Stock
upon the confirmation of the Plan of Reorganization. Since the date that
the Plan of Reorganization was confirmed, AILP and Palomino have terminated
one of the swap agreements and have terminated the other swap agreement
with respect to a majority of the underlying shares of Common Stock.
In addition, the Manager on behalf of the Purchasers has entered
into a Registration Rights Agreement with the Company, pursuant to which
the Company has granted certain registration rights to the Manager and
others with respect to all of the shares of Common Stock owned by them (the
"Registrable Securities") as follows:
(i) The Company will file a shelf registration statement with
respect to the Registrable Securities no later than the last to occur of
(x) the 15th day following the date on which the Company files its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and
(y) December 9, 2003;
(ii) The Company will use its reasonable best efforts to cause
such shelf registration statement to be declared effective as soon as
practicable after its filing, and to keep such registration statement
continuously effective until the earlier of (x) the date on which all
holders can sell their shares free of any volume limitations imposed by
Rule 144 of the Securities Act, (y) the date on which all holders have
disposed of all Registrable Securities, or (z) three years from the date on
which such shelf registration statement was declared effective;
(iii) Holders of Registrable Securities may require the Company
to effect five registrations in the aggregate with respect to such
securities, provided, among other things, that (x) the aggregate offering
value of the shares to be registered (other than in the first registration)
is at least $50,000,000 based on the market price on a recent date and (y)
only one such demand registration is required to become effective in any
180-day period; and
(iv) Each time the Company files a registration statement on Form
S-1, S-2 or S-3 with respect to offering any of its equity securities, a
holder of Registrable Securities may, subject to certain limitations,
require the inclusion of its Registrable Securities in that offering.
A copy of the Registration Rights Agreement is attached hereto as
Exhibit II and is incorporated herein by reference.
A copy of the Certificate of Designations of the Preferred Stock,
which sets forth the rights of the holders of shares of the Preferred
Stock, is attached hereto as Exhibit III and is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Schedule I - Joint Filing Agreement dated September 22, 2003
2. Exhibit I - Reorganizing Debtors' Sixth Amended Joint Plan
of Reorganization dated September 10, 2003
3. Exhibit II - Registration Rights Agreement by and between
Conseco, Inc. and the Stockholders on the
Signature Pages thereto dated as of
September 10, 2003
4. Exhibit III - Certificate of Designations of the Class A
Senior Cumulative Convertible Exchangeable
Preferred Stock of Conseco, Inc.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 22, 2003
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
---------------------------------------
Name: David A. Tepper
Title: President
/s/ David A. Tepper
--------------------------------------------
David A. Tepper
Schedule I
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D
filed herein (and any amendments thereto), relating to the common stock,
$0.01 par value, of Conseco, Inc., is being filed jointly with the
Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.
Dated: September 22, 2003
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-----------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
---------------------------------------
Name: David A. Tepper
Title: President
/s/ David A. Tepper
--------------------------------------------
David A. Tepper