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CUSIP NO. 12613R104 SCHEDULE 13D PAGE 12 OF 16 PAGES
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JANA currently has contractual agreements with three credit
counterparties: Jefferies & Company, Inc., Lehman Brothers Inc. and UBS AG, with
regard to cash-settled equity swaps (the "JANA Swaps") that reference Shares.
The JANA Swaps constitute economic exposure to approximately 12,530,048 Shares,
or 8.2% of the Shares outstanding. The JANA Swaps have reference prices ranging
from $7.29 to $8.07 and expiration dates ranging from October 2008 to December
2010. These contracts do not give JANA direct or indirect voting, investment or
dispositive control over any securities of the Issuer and do not require the
counterparties thereto to acquire, hold, vote or dispose of any securities of
the Issuer. Accordingly, JANA disclaims any beneficial ownership in securities
that may be referenced in such contracts or that may be held from time to time
by any counterparties to the contracts.
In addition to the agreements referenced above, the Reporting Persons
from time to time, may enter into and dispose of additional cash-settled equity
swap or other similar derivative transactions with one or more counterparties
that are based upon the value of the Shares, which transactions may be
significant in amount. The profit, loss and/or return on such additional
contracts may be wholly or partially dependent on the market value of the
Shares, the relative value of the Shares in comparison to one or more other
financial instruments, indexes or securities, a basket or group of securities in
which the Shares may be included, or a combination of any of the foregoing.
The Reporting Persons have entered into a Joint Filing Agreement, dated
as of January 7, 2007 (the "Joint Filing Agreement"), a copy of which is
attached hereto as Exhibit 11. The Reporting Persons have filed this statement
jointly pursuant to the Joint Filing Agreement in view of the Amended and
Restated Agreement and the Option Agreement.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Letter, dated December 26, 2007, from JANA to the Issuer.
Exhibit 2 Complaint, dated January 7, 2008.
Exhibit 3 Press Release, dated January 7, 2008.
Exhibit 4 Amended and Restated Agreement, dated December 23, 2007,
among JANA, CT-100, AIM, Gardi and Velocity.
Exhibit 5 Option Agreement, dated December 21, 2007, between Velocity and
JANA.
Exhibit 6 Sandell Group Agreement, dated January 4, 2008, between JANA and
Sandell.
Exhibit 7 Nominee Agreement with J. Miller.
Exhibit 8 Nominee Agreement with J. Genachowski.
Exhibit 9 Nominee Agreement with J. Studenmund.
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