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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
Global Signal Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
37944Q 10 3
-------------------------------------------------------------------------------
(CUSIP Number)
Randal A. Nardone
Secretary
Fortress Registered Investment Trust
c/o Fortress Investment Group LLC
1251 Avenue of the Americas
New York, New York 10020
(212) 798-6100
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
COPY TO:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
December 21, 2004
-------------------------------------------------------------------------------
(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 ss.ss.240-13d-1(e), ss. 240.13d-1(f) or ss.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 on 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 ("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. 37944Q 10 3 Page 2 of 13 Pages
-------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only):
FRIT PINN LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC/AF
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF
7 SOLE VOTING POWER
SHARES - 0 -
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
- 19,162,248 -
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
- 0 -
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
- 19,162,248 -
WITH ------------------------------------------------------------
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 19,162,248 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
Not Applicable
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 3 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Registered Investment Trust
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC/AF
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF - 0 -
------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY - 20,306,252* - (inclusive of 644,000 shares
issuable upon exercise of options beneficially
OWNED BY owned by the reporting person which are exercisable
as of or within 60 days of December 21, 2004)
EACH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH - 20,306,252* -
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 20,306,252 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004 and including 644,000 shares issuable upon
exercise of options beneficially owned by the reporting person which
are exercisable as of or within 60 days of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* 19,162,248 shares solely in its capacity as the sole member of FRIT PINN LLC.
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 4 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Pinnacle Investment Fund LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF - 0 -
------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY - 5,137,444 -
------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH - 0 -
------------------------------------------------------------
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON - 5,137,444 -
------------------------------------------------------------
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 5,137,444 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IV
-------------------------------------------------------------------------------
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 5 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
FIG Advisors LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
- 0 -
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
- 5,137,444 -
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
- 0 -
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
- 5,137,444 -
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 5,137,444 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
-------------------------------------------------------------------------------
* Solely in its capacity as the investment advisor of Fortress Pinnacle I
nvestment Fund LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 6 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Robert H. Gidel
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
- 20,000 -
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
- 5,137,444* -
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
- 20,000 -
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
- 5,137,444* -
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 5,157,444 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (based on 51,194,581 shares of common stock outstanding as of
December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-------------------------------------------------------------------------------
* Solely in his capacity as the sole manager of Fortress Pinnacle Investment
Fund LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 7 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Investment Fund LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF - 0 -
------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY - 20,306,252* - (inclusive of 644,000 shares
issuable upon exercise of options beneficially
OWNED BY owned by the reporting person which are exercisable
as of or within 60 days of December 21, 2004)
EACH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH - 20,306,252* -
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 20,306,252 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2% (based on 51,194,581 shares of common stock outstanding as of
December 21, 2004 and including 644,000 shares issuable upon
exercise of options beneficially owned by the reporting person which
are exercisable as of or within 60 days of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the holder of all issued and outstanding shares of
beneficial interest of Fortress Registered Investment Trust.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 8 of 13 Pages
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-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Fund MM LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
- 0 -
SHARES ------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY - 20,306,252* - (inclusive of 644,000 shares
issuable upon exercise of options beneficially
OWNED BY owned by the reporting person which are exercisable
as of or within 60 days of December 21, 2004)
EACH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
- 20,306,252* -
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 20,306,252 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004 and including 644,000 shares issuable upon
exercise of options beneficially owned by the reporting person which
are exercisable as of or within 60 days of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the managing member of Fortress Investment Fund LLC.
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 9 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Investment Group LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
8 SHARED VOTING POWER
BENEFICIALLY - 25,443,696* - (inclusive of 644,000 shares
issuable upon exercise of options beneficially
OWNED BY owned by the reporting person which are exercisable
as of or within 60 days of December 21, 2004)
EACH
9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON 10 SHARED DISPOSITIVE POWER
- 25,443,696* -
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 25,443,696 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.1% (based on 51,194,581 shares of common stock outstanding as
of December 21, 2004 and including 644,000 shares issuable upon
exercise of options beneficially owned by the reporting person which
are exercisable as of or within 60 days of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the managing member of Fortress Fund MM LLC and as
the holder of all issued and outstanding shares of beneficial interest of FIG
Advisors LLC.
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 10 of 13 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Fortress Investment Holdings LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
- 0 -
SHARES
8 SHARED VOTING POWER
BENEFICIALLY - 25,443,696* - (inclusive of 644,000 shares
issuable upon exercise of options beneficially
OWNED BY owned by the reporting person which are exercisable
as of or within 60 days of December 21, 2004)
EACH
9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON 10 SHARED DISPOSITIVE POWER
- 25,443,696* -
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 25,443,696 -
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /__/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.1% (based on 51,194,581 shares of common stock outstanding as of
December 21, 2004 and including 644,000 shares issuable upon exercise
of options beneficially owned by the reporting person which are
exercisable as of or within 60 days of December 21, 2004)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the sole member of Fortress Investment Group LLC.
The information set forth in response to each separate Item shall be deemed to
be a response to all Items where such information is relevant.
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $0.01 per share ("Common Stock"), of Global Signal
Inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 301 North Cattlemen Road, Suite 300, Sarasota,
Florida 34232.
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement is being filed jointly by FRIT
PINN LLC, a Delaware limited liability company ("FRIT PINN"), Fortress
Registered Investment Trust, a Delaware business trust ("FRIT"), Fortress
Pinnacle Investment Fund LLC, a Delaware limited liability company ("FPIF"),
FIG Advisors LLC, a Delaware limited liability company ("FIGA"), Robert H.
Gidel, an individual ("Gidel"), Fortress Investment Fund LLC, a Delaware
limited liability company ("FIF"), Fortress Fund MM LLC, a Delaware limited
liability company ("FFMM"), Fortress Investment Group LLC, a Delaware limited
liability company ("FIG"), and Fortress Investment Holdings LLC, a Delaware
limited liability company ("FIH"; together with FRIT PINN, FRIT, FIF, FFMM, and
FIG, collectively, the "FIH Reporting Persons"; together with FPIF, FIGA,
Gidel, and FIG, collectively, the "FPIF Reporting Persons"; and the FPIF
Reporting Persons, together with the FIH Reporting Persons, collectively, the
"Reporting Persons"; individually, a "Reporting Person"). The business address
of each of the Reporting Persons, other than Robert Gidel, is 1251 Avenue of
the Americas, New York, New York 10020. The principal business of each
Reporting Person, other than Robert Gidel, is real estate-related investments.
The business address of Robert Gidel is 3001 N. Rocky Point Drive, Suite 200,
Tampa, Florida 33607. Mr. Gidel is a citizen of the United States of America
and is the Managing Director of Liberty Partners, L.P., a partnership which
makes investments in real estate operating companies and partnerships.
Set forth in Annex A attached hereto is a listing of the director and
the executive officers of FIG, the managers and members of FPIF, FIGA, FRIT
PINN, FIF, FFMM and FIH, and the trustees and executive officers of FRIT
(collectively, the "Covered Persons"), and the business address and present
principal occupation or employment of each of the Covered Persons, and is
incorporated herein by reference. Each of the Covered Persons is a United
States citizen.
(d) and (e). None of the Reporting Persons, or, to the best of their
knowledge, the Covered Persons has, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
is or was 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 a violation in respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required to purchase the shares of Common
Stock beneficially owned by the Reporting Persons, as described in Item 5 below,
was approximately $126,575,000. Under a prearranged plan of reorganization of
the Issuer, and pursuant to a Securities Purchase Agreement dated April 25,
2000, among Pinnacle Holdings, Inc., Pinnacle Towers, Inc., FRIT and Greenhill
Capital Partners, L.P. and its related partnerships identified therein, FRIT
and FPIF acquired, through Fortress Pinnacle Acquisition LLC ("FPA"),
16,366,598 shares of the Issuer's Common Stock for an aggregate purchase price
of $81,832,990 and elected to receive an additional 6,775,272 shares of Common
Stock in lieu of approximately $33,876,000 of cash for the 10% senior notes due
2008 it held in the predecessor company of the Issuer. FRIT PINN, a
wholly-owned subsidiary of FRIT, held an approximate 78% membership interest of
FPA and FPIF held the remaining approximate 22% membership interest. In
November 2002, FPA transferred 192,924 shares of Common Stock and 7,300 shares
of Common Stock to the University of Minnesota Foundation and 100 accredited
investors, respectively. In December 2002, FRIT PINN purchased 1,440,000 shares
of Common Stock from Abrams Capital Partners I, L.P., Abrams Capital Partners
II, L.P., and Whitecrest Partners, L.P. for an aggregate purchase price of
approximately $7.3 million. In April 2004, FPA exercised a warrant it held for
418,050 shares of Common Stock at an aggregate exercise price of $3.6 million.
In June 2004, in connection with the Issuer's initial public offering, FRIT
PINN was granted an option to purchase 644,000 shares of Common Stock by the
Issuer, for purposes of compensating FRIT PINN for successful efforts in
raising capital in the Issuer's initial public offering. In December 2004, FRIT
PINN distributed its option to purchase 644,000 shares of Common Stock to its
sole member FRIT. Prior to December 21, 2004, 23,359,696 shares of Common Stock
was held directly by FPA and 1,440,000 shares of Common Stock was held directly
by FRIT PINN. On December 21, 2004, FPA made a liquidating distribution to its
members. Following the distribution, FRIT PINN holds 19,162,248 shares of
Common Stock directly, FRIT holds 5,000,004 shares of Common Stock directly and
FPIF holds 5,137,444 shares of Common Stock directly.
FPA obtained the funds to purchase a portion of the shares of Common
Stock reported in Item 5 below from a capital contribution made to its working
capital by FRIT PINN and FPIF. FRIT PINN obtained the funds to purchase a
portion of the shares of Common Stock reported in Item 5 below from a capital
contribution made to its working capital by FRIT.
Item 4. Purpose of Transaction.
The FIH Reporting Persons, through FRIT PINN, a wholly-owned
subsidiary of FRIT, and through FPA, a majority owned subsidiary of FRIT PINN,
acquired the shares of Common Stock reported in Item 5 below for investment
purposes and for purposes of influencing the business and affairs of the
Issuer prior to the initial public offering of the Issuer's Common Stock. The
FPIF Reporting Persons, except FIH and FIG as described in the preceding
sentence, made the investment, through FPA, representing its shares of Common
Stock reported in Item 5 below for investment purposes prior to the initial
public offering of the Issuer's Common Stock. The Reporting Persons intend to
continuously review their investment in the Issuer, and may in the future
determine to (i) dispose of all or a portion of the securities of the Issuer
owned by them from time to time in public or private transactions, (ii)
acquire additional securities of the Issuer, through open market purchases,
private agreements or otherwise, (iii) take any other available course of
action, which could involve one or more of the types of transactions or have
one or more of the results described in the following paragraph of this Item 4
or (iv) otherwise change their investment intent. Notwithstanding anything
contained herein to the contrary, the Reporting Persons specifically reserve
the right to change their intentions at any time with respect to any or all of
such matters, as it deems appropriate. In reaching any decision as to their
course of action (as well as to the specific elements thereof), the Reporting
Persons currently expect that they would take into consideration a variety of
factors, including, but not limited to, the Issuer's financial condition,
business, operations and prospects, other developments concerning the Issuer
and the wireless communications tower business generally, other business
opportunities available to the Reporting Persons, other developments with
respect to the business of the Reporting Persons, general economic conditions
and money and stock market conditions, including the market price of the
securities of the Issuer, and other relevant factors.
Other than as described herein, none of the Reporting Persons has any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the Board
of Directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any existing vacancies on
the Board of Directors of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
articles of incorporation, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to those enumerated above.
Pursuant to the Amended and Restated Investor Agreement dated as of
March 31, 2004 (the "Amended and Restated Investor Agreement") among the
Issuer, Fortress Pinnacle Acquisition LLC, Greenhill Capital Partners, L.P.,
and its related partnerships named therein, and Abrams Capital Partners II,
L.P. and certain of its related partnerships named therein, and other parties
named therein (each, a "Stockholder"), the Issuer granted to the Stockholders,
"demand" registration rights that allow the Stockholders to request that the
Issuer register under the Securities Act of 1933 an amount equal to or greater
than 5% of the Issuer's stock held by such Stockholders together with their
respective affiliates. Each Stockholder is entitled to an aggregate of three
demand registrations. The Issuer is not required to maintain the effectiveness
of the registration statement for more than 60 days. The Issuer is also not
required to effect any demand registration within six months of a "firm
commitment" underwritten offering to which the requestor held "piggyback"
rights and which included at least 50% of the securities requested by the
requestor to be included. The Issuer is not obligated to grant a request for a
demand registration within six months of any other demand registration, and may
refuse a request for demand registration if in the Issuer's reasonable
judgment, it is not feasible for the Issuer to proceed with the registration
because of the unavailability of audited financial statements.
The Issuer granted the Stockholders "piggyback" registration rights
that allow them to include the shares of common stock that they own in any
public offering of equity securities initiated by the Issuer, other than those
public offerings on registration statements on Forms S-4 or S-8. The
"piggyback" registration rights of these Stockholders are subject to
proportional cutbacks by the underwriters in the manner described in the
Amended and Restated Investor Agreement.
The Issuer granted FPA, Greenhill and their respective permitted
transferees the right to request shelf registration on Form S-3, providing for
an offering to be made on a continuous basis, subject to a time limit on the
Issuer's efforts to keep the shelf registration statement continuously
effective and the Issuer's right to suspend the use of the shelf registration
prospectus for a reasonable period of time (not exceeding 60 days in
succession or 90 days in the aggregate in any 12 month period) if the Issuer
determines that certain disclosures required by the shelf registration
statement would be detrimental to the Issuer or the Issuer's stockholders. In
addition, each Stockholder may elect to participate in the shelf registration
within ten days after notice of the registration is given.
The Issuer has agreed to indemnify each selling stockholder against
any losses or damages resulting from any untrue statement or omission of
material fact in any registration statement or prospectus, unless such
liability arose from the selling stockholder's misstatement or omission. The
selling stockholder agrees to indemnify the Issuer against all losses caused by
its misstatements or omissions. The Issuer will pay all expenses incident to
its performance under the Amended and Restated Investor Agreement, and the
selling stockholders will pay their respective portions of all underwriting
discounts, commissions and transfer taxes relating to the sale of their shares
under the agreement. A copy of the Option Agreement is attached hereto as
Exhibit 1.2 and is incorporated herein by reference.
In connection with the Issuer's initial public offering, on June 2,
2004, FRIT PINN was granted an option by the Issuer pursuant to a Non-Qualified
Stock Option Agreement dated June 8,2004 (the "Option Agreement") between the
Issuer and FRIT PINN. The Option Agreement provides FRIT PINN or its affiliates
the right to purchase 644,000 shares of Common Stock (the "Option Shares") at
an exercise price of $18.00 per share (which is equal to the Issuer's initial
public offering price per share). This option is immediately exercisable and
vestable and will remain exercisable for a period of ten years. In December
2004, FRIT PINN distributed its option to purchase 644,000 shares of Common
Stock to its sole member FRIT. A copy of the Option Agreement is attached
hereto as Exhibit 1.3 and is incorporated herein by reference.
As part of the Issuer's board compensation package for independent
directors of the Issuer's board of directors, Robert Gidel will be granted
5,000 shares of Common Stock on each of the first days following the annual
meeting of stockholders in 2005 and the annual meeting of stockholders in 2006.
FRIT PINN entered into a credit agreement, dated as of December 21,
2004, with Bank of America, N.A., Morgan Stanley Asset Funding Inc., the other
lenders that may become parties thereto and Banc of America Securities LLC (the
"Credit Agreement"). Pursuant to the Credit Agreement, FRIT PINN borrowed
$160.0 million from the lenders thereunder and this amount is secured by a
pledge by FRIT PINN of a total of 19,162,248 shares of the Issuer's Common
Stock owned by FRIT PINN. The term of the Credit Agreement is 18 months. The
19,162,248 shares of Common Stock represents approximately 37% of the Issuer's
issued and outstanding Common Stock as of December 21, 2004.
The Credit Agreement contains representations, covenants and default
provisions, relating to FIH, FRIT PINN and the Issuer and also requires
prepayment of a portion of the borrowings by FRIT PINN in the event the trading
price of the Issuer's Common Stock decreases below $16.70 and prepayment or
payment in full at prices below certain other lower specified levels. In the
event of a default under the Credit Agreement by FRIT PINN, the lenders may
foreclose upon and sell any and all shares of Common Stock pledged to them.
FRIT PINN has agreed in the Credit Agreement to exercise its right to cause the
Issuer to file a shelf registration statement pursuant to the Amended and
Restated Investor Agreement. The registration statement will cover sales by the
lenders of shares of the pledged Common Stock in the event of a foreclosure by
any of them and is required to be filed by June 6, 2005 pursuant to the Credit
Agreement.
Except as set forth above, each Reporting Person has no present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b) For the reasons set forth below, each of the FPIF Reporting
Persons may be deemed to beneficially own the 5,137,444 shares of Common Stock
(the "FPIF Shares") held directly by FPIF. FPIF directly owns 5,137,444 shares
of Common Stock. Gidel directly owns 20,000 shares of Common Stock. Each of
FIGA, FIG and FIH does not directly own any securities of the Issuer. However,
(i) Gidel as sole manager of FPIF has the ability to direct the management of
FPIF's business and affairs; (ii) FIGA has the ability to direct the management
of FPIF's business and affairs as the investment advisor of FPIF; (iii) FIG has
the ability to direct the management of FIGA's business and affairs as the
holder of all issued and outstanding shares of beneficial interest of FIGA; and
(iv) FIH has the ability to direct the management of FIG's business and affairs
as the sole member of FIG.
For the reasons set forth below, each of the FIH Reporting Persons,
except FRIT PINN to the extent described below, may be deemed to beneficially
own the 20,306,252 shares of Common Stock (inclusive of 644,000 shares issuable
upon exercise of options beneficially owned by the reporting person which are
exercisable as of or within 60 days of December 21, 2004) (the "Fortress
Shares"; together with the FPIF shares, the "Reported Shares"). FRIT PINN
directly owns 19,162,248 shares of Common Stock and FRIT directly owns
1,144,004 shares of Common Stock (inclusive of 644,000 shares issuable upon
exercise of options beneficially owned by the reporting person which are
exercisable as of or within 60 days of December 21, 2004) (the "FRIT Shares").
Each of FIF, FFMM, FIG and FIH does not directly own any securities of the
Issuer. However, (i) FRIT has the ability to direct the management of FRIT
PINN's business and affairs as the sole member of FRIT PINN; (ii) FIF has the
ability to direct the management of FRIT's business and affairs as the holder
of all issued and outstanding shares of beneficial interest of FRIT; (iii) FFMM
has the ability to direct the management of FIF's business and affairs as the
managing member of FIF; (iv) FIG has the ability to direct the management of
FFMM's business and affairs as the managing member of FFMM, and (v) FIH has the
ability to direct the management of FIG's business and affairs as the sole
member of FIG. FRIT PINN may not be deemed to beneficially own the FRIT Shares.
With respect to such shares of Common Stock, (i) none of the Reporting Persons,
except Gidel with respect to the 20,000 shares of Common Stock he holds
directly, has the sole power to vote or to direct the vote, or to dispose or to
direct the disposition, of the Reported Shares; and (ii) each of the FIH
Reporting Persons, except FRIT PINN with respect to the FRIT Shares, has the
shared power to vote or to direct the vote, or to dispose or to direct the
disposition of the Fortress Shares and each of the FPIF Reporting Persons has
the shared power to vote or direct the vote, or to dispose or to direct the
disposition, of the FPIF Shares. As a result of acquisition of the Reported
Shares and the distribution by FPA, FRIT PINN controls 37.4% of the outstanding
voting capital stock of the Issuer; Gidel, FPIF and FIGA collectively control
10.0% of the outstanding voting capital stock of the Issuer and Gidel
individually controls less than an additional 1.0% of the outstanding voting
capital stock of the Issuer; FRIT, FIF and FFMM collectively control 39.2% of
the outstanding voting capital stock of the Issuer; and FIG and FIH
collectively control 49.1% of the outstanding voting capital stock of the
Issuer. The purchase price for all such shares acquired by FRIT, FRIT PINN and
FPIF is approximately $126,575,000. None of the Covered Persons directly owns
any securities of the Issuer, except Robert Gidel as set forth herein and
Wesley R. Edens who directly owns 50,100 shares. However, by reason of their
status as a manager or executive officer, or member of a Reporting Person, a
Covered Person may be deemed to be the beneficial owner of the shares of Common
Stock owned directly or otherwise beneficially by such Reporting Person. The
Reporting Persons have been advised that each of the Covered Persons disclaims
beneficial ownership of the shares of Common Stock from time to time owned
directly or otherwise beneficially by such Reporting Persons.
(c) With respect to transactions in shares of Common Stock that were
effected within the past 60 days, please see Item 3 and Item 4 above.
(d) Pursuant to the Credit Agreement, distributions paid to FRIT PINN
by the Issuer, including dividends, must be deposited into a collateral
account. The lenders under the Credit Agreement have a lien on this account and
FRIT PINN is required to maintain at least $4 million in the account to be used
to pay interest on the loan. However, if the loan to value percentage of the
pledged Common Stock exceeds the required threshold, FRIT PINN may withdraw
amounts above such $4 million threshold.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See Item 4 above. Except as provided in the Amended and Restated
Investor Agreement, the Option Agreement, the Credit Agreement or as set forth
herein, neither any of the Reporting Persons nor, to the best of such Reporting
Persons' knowledge, any of the Covered Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise), with any person with
respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1.1 Joint Filing Agreement, dated December 31, 2004, by and
between Fortress Pinnacle Investment Fund LLC, a
Delaware limited liability company, FIG Advisors LLC, a
Delaware limited liability company, Robert H. Gidel,
FRIT PINN LLC, a Delaware limited liability company,
Fortress Registered Investment Trust, a Delaware
business trust, Fortress Investment Fund LLC, a Delaware
limited liability company, Fortress Fund MM LLC, a
Delaware limited liability company, Fortress Investment
Group LLC, a Delaware limited liability company, and
Fortress Investment Holdings LLC, a Delaware limited
liability company.
1.2 Amended and Restated Investor Agreement dated as of
March 31, 2004 among Global Signal Inc., Fortress
Pinnacle Acquisition LLC, Greenhill Capital Partners,
L.P., and its related partnerships named therein, and
Abrams Capital Partners II, L.P. and certain of its
related partnerships named therein, and other parties
named therein (incorporated by reference to Exhibit 4.2
to the Issuer's Registration Statement on Form S-11
(Amendment No. 1) (No. 333-112839) filed on April 2,
2004)
1.3 Non-Qualified Stock Option Agreement dated June 8,2004
(the "Option Agreement") between Global Signal, Inc. and
FRIT PINN LLC.
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.
Dated: December 31, 2004
FORTRESS PINNACLE INVESTMENT FUND LLC
By: /s/ Robert H. Gidel
---------------------------------
Robert H. Gidel
as sole manager of Fortress
Pinnacle Investment Fund LLC
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.
Dated: December 31, 2004
FIG ADVISORS LLC
By:/s/ Randal A. Nardone
---------------------------------
Randal A. Nardone
as Chief Operating Officer of
Fortress Investment Group LLC,
managing member of FIG Advisors
LLC
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.
Dated: December 31, 2004
ROBERT H. GIDEL
/s/ Robert H. Gidel
------------------------------------
Robert H. Gidel
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.
Dated: December 31, 2004
FRIT PINN LLC
By: /s/ Randal A. Nardone
---------------------------------
Randal A. Nardone
as Vice President and Secretary
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.
Dated: December 31, 2004
FORTRESS REGISTERED INVESTMENT TRUST
By:/s/ Randal A. Nardone
---------------------------------
Randal A. Nardone
as Chief Operating Officer and
Secretary
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.
Dated: December 31, 2004
FORTRESS INVESTMENT FUND LLC
By: /s/ Randal A. Nardone
---------------------------------
Randal A. Nardone
as Chief Operating Officer and
Secretary of Fortress Fund MM LLC,
managing member of Fortress
Investment Fund LLC
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.
Dated: December 31, 2004
FORTRESS FUND MM LLC
By:/s/Randal A. Nardone
---------------------------------
Randal A. Nardone
as Chief Operating Officer and
Secretary
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.
Dated: December 31, 2004
FORTRESS INVESTMENT GROUP LLC
By:/s/Randal A. Nardone
--------------------------------
Randal A. Nardone
as Chief Operating Officer
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.
Dated: December 31, 2004
FORTRESS INVESTMENT HOLDINGS LLC
By:/s/Randal A. Nardone
---------------------------------
Randal A. Nardone
As Manager
ANNEX A
OFFICERS OF FORTRESS PINNACLE INVESTMENT FUND LLC
The name and principal occupation of each of the officers of Fortress
Pinnacle Investment Fund LLC are listed below. The principal business address
of each of the officers of Fortress Pinnacle Investment Fund LLC is 1251 Avenue
of the Americas, New York, NY 10020.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------- ---------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
-------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
-------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
-------------------------------------------------------------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment Group's
Private Equity Funds
-------------------------------------------------------------------------------------------------
Lilly Donohue Managing Director of Investor Relations of Fortress
Investment Group LLC
-------------------------------------------------------------------------------------------------
MEMBERS AND MANAGERS OF FIG ADVISORS LLC
The name and principal occupation of each of the members and managers
of FIG Advisors LLC, the investment advisor of Fortress Pinnacle Investment
Fund LLC, are listed below. The principal business address of each of the
members and managers of FIG Advisors LLC is 1251 Avenue of the Americas, New
York, NY 10020.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
-------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
-------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
-------------------------------------------------------------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment Group's
Private Equity Funds
-------------------------------------------------------------------------------------------------
MEMBERS AND MANAGERS OF FRIT PINN LLC
The name and principal occupation of each of the members and managers
of FRIT PINN LLC are listed below. The principal business address of each of
the members and managers of FRIT PINN LLC is 1251 Avenue of the Americas, New
York, NY 10020.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
-------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
-------------------------------------------------------------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment Group's
Private Equity Funds
-------------------------------------------------------------------------------------------------
William B. Doniger Managing Director of Fortress Investment Group
-------------------------------------------------------------------------------------------------
TRUSTEES AND EXECUTIVE OFFICERS OF FORTRESS REGISTERED INVESTMENT TRUST
The name and principal occupation of each of the trustees and
executive officers of Fortress Registered Investment Trust, the sole member of
FRIT PINN LLC, are listed below. The principal business address of each of the
executive officers of Fortress Registered Investment Trust is 1251 Avenue of
the Americas, New York, NY 10020.
Trustees
----------------------------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION PRINCIPLE BUSINESS ADDRESS
----------------------------------------------------------------------------------------------------------------------
Carmen Gigliotti Senior Portfolio Manager, DuPont DuPont Pension Fund Investment
Pension Fund Investment One Righter Pkwy Suite 3200
Wilmington, DE 19803
----------------------------------------------------------------------------------------------------------------------
John Deterding Owner, Deterding Associates Deterding Associates
107 North Waterview
Richardson, TX 75080
----------------------------------------------------------------------------------------------------------------------
Robert Gidel Managing Director, Liberty Partners, Liberty Partners, L.P.
L.P. 3001 North Rocky Point Drive
East - Suite 200
Tampa, Fl 33607
----------------------------------------------------------------------------------------------------------------------
Marcia Haydel Portfolio Manager, General Motors General Motors Investment
Investment Management Corporation Management Corporation
767 Fifth Avenue New York, NY
10153
----------------------------------------------------------------------------------------------------------------------
Dennis Porterfield Self-employed 321 Race Track Road
Ho-Ho-Kus, NJ 07423
----------------------------------------------------------------------------------------------------------------------
Gary Holt Investment Officer, Washington State Washington State Investment Board
Investment Board 2100 Evergreen Park Drive SW
Olympia, WA 98504
----------------------------------------------------------------------------------------------------------------------
John Sites Partner, Daystar Partners Daystar Partners
411 Theodore Fremd Avenue Suite
100
Rye, NY 10580
----------------------------------------------------------------------------------------------------------------------
Mark Barnard Director - Private Investments, Howard Howard Hughes Medical Institute
Hughes Medical Institute 4000 Jones Bridge Road
Chevy Chase, MD 20815-6789
----------------------------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Fortress Investment Group LLC
Committee of Fortress Investment Group 1251 Avenue of the Americas, New
LLC and Fortress Investment Holdings York, NY 10020
LLC
----------------------------------------------------------------------------------------------------------------------
Executive Officers
--------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
--------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment Group's
Private Equity Funds
--------------------------------------------------------------------------------------------------
Lilly Donohue Managing Director of Investor Relations of Fortress
Investment Group LLC
--------------------------------------------------------------------------------------------------
MEMBERS AND MANAGERS OF FORTRESS INVESTMENT FUND LLC
The name and principal occupation of each of the members and managers
of Fortress Investment Fund LLC, the holder of all issued and outstanding
shares of beneficial interest of Fortress Registered Investment Trust, are
listed below. The principal business address of each of the directors and
executive officers of Fortress Investment Fund LLC is 1251 Avenue of the
Americas, New York, NY 10020.
--------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
--------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Peter L. Briger Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Daniel Bass Chief Financial Officer of Fortress Investment Group LLC
--------------------------------------------------------------------------------------------------
MEMBERS AND MANAGERS OF FORTRESS FUND MM LLC
The name and principal occupation of each of the members and managers
of Fortress Fund MM LLC, the managing member of Fortress Investment Fund LLC,
are listed below. The principal business address of each of the members and
managers of Fortress Fund MM LLC is 1251 Avenue of the Americas, New York, NY
10020.
--------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
--------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment Group's
Private Equity Funds
--------------------------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS OF FORTRESS INVESTMENT GROUP LLC
The name and principal occupation of each of the directors and
executive officers of Fortress Investment Group LLC, the managing member of
Fortress Fund MM LLC and the holder of all issued and outstanding shares of
beneficial interest of FIG Advisors LLC, are listed below. The principal
business address of each of the directors and executive officers of Fortress
Investment Group LLC is 1251 Avenue of the Americas, New York, NY 10020.
--------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
--------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Peter L. Briger Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Daniel Bass Chief Financial Officer of Fortress Investment Group
LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
MEMBERS AND MANAGERS OF FORTRESS INVESTMENT HOLDINGS LLC
The name and principal occupation of each of the members and managers
of Fortress Investment Holdings LLC, the managing member of Fortress Investment
Group LLC, are listed below. The principal business address of each of the
members and managers of Fortress Investment Holdings LLC is 1251 Avenue of the
Americas, New York, NY 10020.
--------------------------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment Holdings
LLC
--------------------------------------------------------------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Peter L. Briger Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
--------------------------------------------------------------------------------------------------