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Published on 1/24/2008 in the Prospect News Special Situations Daily.

Shamrock Capital pushes for representation on Panera Bread board of directors

By Lisa Kerner

Charlotte, N.C., Jan. 24 - Shamrock Capital Advisors, Inc. vice president Christopher Kiper proposed that an executive officer of his company be added to the board of directors of Panera Bread Co.

The Shamrock board designee would be in addition to the previously requested expansion of the company's board to add new members with "relevant operating experience," according to a schedule 13D filing with the Securities and Exchange Commission.

The suggestion was made during a telephone conversation between executives of Shamrock and Panera Bread, the filing stated. The topic was "governance deficiencies" at the company that the investor had previously highlighted.

Shamrock had urged Panera Bread to declassify its staggered board, expand the board to include new members with relevant experience and separate the chairman and chief executive officer roles.

On Jan. 16, Panera Bread investors led by Shamrock Activist Value Fund, LP upped their stake in the company to 6.63% from 5.46% with the purchase of an additional 360,000 shares of the company's stock for about $12.55 million.

Panera Bread, based in Richmond Heights, Mo., franchises bakery-cafes.


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