2007 Program Materials

BOARD CONSIDERATIONS IN GOING PRIVATE 10:00 AM OR GOING DARK Cary Kochman, UBS Securities, LLC Edward Pendergast, Pendergast & Company James Reddinger, UBS Securities, LLC Mark Tresnowski, Madison Dearborn Partners, LLC Peter Underwood, Foley & Lardner LLP ©2007 Foley & Lardner LLP Cary Allan Kochman is a Managing Director, Co-Head of Americas Mergers & Acquisitions, and serves as Co-Head of the Investment Banking Department’s (IBD’s) Chicago office and Midwest Region. He is a member of the Americas IBD Executive Committee. Mr. Kochman is also a member of the Business Review Group. Mr. Kochman advised on numerous recent transactions including ISCAR’s $5 billion sale to Berkshire Hathaway, ADESA’s pending $3.7 billion LBO transaction, JLG’s $3.1 billion sale to Oshkosh Truck, Zimmer Holdings’ unsolicited, cross-border $3.7 billion takeover of Centerpulse AG, the successful defense of Cooper Industries, Banta Corporation’s White Knight sale to R.R. Donnelley & Sons, the merger of Case Equipment Company with New Holland N.V., Flowserve’s acquisition CARY A. KOCHMAN of IDP, Hussmann’s corporate sale to Ingersoll-Rand, MANAGING DIRECTOR Terex’s cross-border acquisition of Powerscreen Plc, S.C. UBS INVESTMENT BANK Johnson’s acquisitions of DowBrands and Drackett, Giddings & Lewis’ cross-border white knight sale to Thyssen AG, Whitman’s realignment with PepsiCo and subsequent acquisition of Pepsi Americas, Goodyear’s acquisition of Debica, the LBO of Jostens by Investcorp, the defense of Clark Equipment, as well as the sale of Specialty Equipment to United Technologies. Before joining UBS, Mr. Kochman worked at Credit Suisse for 14 years where he was head of the U.S. M&A Department for his last 2 years. He holds both his J.D. and M.B.A. from the University of Chicago. He also has a B.S. in Accounting from the University of Illinois at Chicago. Mr. Kochman is a member of the Illinois Bar and is both a C.P.A. and C.M.A. Mr. Kochman is a Trustee of the Shedd Aquarium. He serves as a member of the Visiting Committee of The Law School of the University of Chicago. He is a member of the Business Advisory Council to the University of Illinois at Chicago College of Business. Mr. Kochman is also a member of The Economic Club of Chicago, The Executive’s Club of Chicago and The Commercial Club of Chicago. He is also a frequent lecturer at Northwestern University’s MergerWeek. ©2007 Foley & Lardner LLP Ed Pendergast has been a director of many public and private companies. Particular to this program, he served as a Director with a company when it went public, went private and was subsequently sold. He is a Corporate Financial Consultant helping companies develop and implement financial strategies. He is President of the New England Chapter of the National Association of Corporate Directors. Ed also consults with Board of Directors and Advisory Boards. He is viewed as the "Veteran Director" who has been involved in all elements of corporate governance and has served on all committees. Ed serves as Chair of a small public company and has had a role in class action suits, shareholder derivative suits and many other aspects of Board service. Ed holds a Bachelors degree in EDWARD PENDERGAST accountancy and a Masters degree in taxation. He is a frequent lecturer on corporate governance. He is a CPA PRESIDENT and Past President of the Massachusetts Society of PENDERGAST & COMPANY Certified Public Accountants ©2007 Foley & Lardner LLP James C. Reddinger is a Director in UBS’ Chicago Investment Banking office. Mr. Reddinger covers a wide variety of Midwest regional and diversified industrial companies and has significant capital raising and strategic transaction execution experience.. Mr. Reddinger’s corporate finance transaction experience includes high yield debt, investment grade debt, and equity as well as private placements and bank financings. Selected recent corporate finance executions include: high yield notes for United Rentals, Jacuzzi Brands, Fedders North America, B/E Aerospace, H&E Equipment, and Trimas; common equity for Chicago Bridge & Iron, United Rentals, and B/E Aerospace; investment grade JAMES REDDINGER notes for Deere & Co., Cargill, and Goodyear Tire and EXECUTIVE DIRECTOR Rubber; and private placements for Spartech Corporation, International Education,University Access, UBS SECURITIES LLC and ECollege. Mr. Reddinger has also structured a number of leveraged and investment grade bank facilities. Mr. Reddinger’s M&A transaction experience includes corporate acquisitions, divestitures, and hostile defense advisory. Selected recent M&A transactions include: Illinois Tool Work’s divestiture of its consumer products businesses (Precor, West Bend and Florida Tile); United Rentals’ acquisition of National Equipment Services’ Trench Shoring Business; Edgewater Technology’s divestiture of its ClinForce, Strategic Legal Resources, and Staffmark businesses, and; Deere & Co.’s acquisition of Timberjack Prior to joining UBS, Mr. Reddinger worked at Credit Suisse First Boston for six years, most recently as a Vice President in its Global Industrial and Services Group. Mr. Reddinger was previously a Research Associate with Furash & Company, a strategic consulting firm Mr. Reddinger received an A.B. cum laude in Philosophy from Harvard University and an M.B.A from the J.L. Kellogg Graduate School of Management at Northwestern University. ©2007 Foley & Lardner LLP Mark B. Tresnowski is a Managing Director and the General Counsel of Madison Dearborn Partners, LLC. Prior to joining MDP, Mark was a partner at Kirkland & Ellis LLP, a firm he had been with from 1986 through 1999 and rejoined in August 2004 after having served as Executive Vice President and General Counsel of Allegiance Telecom Inc., a nationwide competitive local exchange carrier, from February 1999 through June 2004. Mr. Tresnowski is responsible for MDP's legal and regulatory matters. Mark has lectured and written extensively on the corporate and securities law aspects of mergers and MARK TRESNOWSKI acquisitions, participating as a faculty member in numerous Practicing Law Institute seminars and MANAGING DIRECTOR & publishing articles in Venture Capital Journal, Buyouts and GENERAL COUNSEL The M&A Lawyer. He is also co-author of High Yield Offerings: An Issuer's Perspective, Merrill Corp. ADISON EARBORN M D Publication (2006). PARTNERS, LLC Mark received a Bachelor of Arts degree from the University of Illinois and his Juris Doctor from the University of Virginia School of Law. He is a Certified Public Accountant. ©2007 Foley & Lardner LLP Peter C. Underwood is a partner with Foley & Lardner LLP and a member of the Transactional & Securities Practice and the Energy Industry Team. Mr. Underwood has experience representing both underwriters and issuers in public debt and equity offerings, effecting private placements and working with venture capitalists, investment banks and other financing sources to raise capital for start-up companies. He also has structured and negotiated numerous acquisitions and divestitures for both public and private clients. Mr. Underwood received his bachelor's degree in international relations (Soviet Area studies) from the University of Wisconsin - Madison in 1992, where he was Phi Beta Kappa and named to the Academic All Big Ten PETER C. UNDERWOOD football team. He earned his J.D. degree, cum laude, from PARTNER Harvard Law School in 1996. FOLEY & LARDNER LLP ©2007 Foley & Lardner LLP THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Board Considerations in Going Private and Going Dark Cary Kochman, UBS Securities James Reddinger, UBS Securities Mark Tresnowski, Madison Dearborn Partners Inc. Ed Pendergast, Pendergast & Company Peter C. Underwood, Foley & Lardner LLP What is “Going Private”? Causing a public company to no longer be public through a cash-out transaction Pre-SOX, generally used as a term of art to refer to a “13E-3” transaction initiated by a significant shareholder, the board or management Post-SOX, increasingly used to refer to any acquisition of a public company following which it is no longer public (e.g., acquisition by a private equity firm), regardless of whether a “13E-3” transaction is involved ©2007 Foley & Lardner LLP What is “Going Dark”? Causing a public company to no longer be public by simply deregistering from Section 12 of the Securities Exchange Act of 1934 Must satisfy eligibility requirements under 1934 Act Different from “going private” in that no transaction or cash-out occurs No disclosure document filed with the SEC or distributed to shareholders ©2007 Foley & Lardner LLP ©2007 Foley & Lardner LLP THE SIXTH ANNUAL NATIONAL DIRECTORS INSTITUTE Why do Companies Go Private? To eliminate the significant costs of being a public company (including SOX 404 costs, still an issue for small issuers) Perception that stock is not fully valued by the market or inability to fully unlock benefits of being public Reduces or eliminates obligation to disclose competitive business and other sensitive information Allows for additional corporate governance flexibility Company requires additional capital for growth that it cannot reasonably obtain in the public markets ©2007 Foley & Lardner LLP Why do Companies Go Private? Allows management to focus more on long-term goals and objectives rather than short-term management of market expectations Allows for a greater knowledge of and control over shareholder base Reduces potential liability for acts of directors and officers, especially in light of SOX reforms Provides

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