On December 6, 2012, the Company entered into a First Amendment (the "Amendment") to the Rights Agreement, dated as of July 30, 2011, between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent (the "Rights Agreement"). The Rights Agreement is described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2011, and such description is incorporated herein by reference.

Effective as of December 6, 2012, the Amendment accelerates the Final Expiration Date of the Company's Series B Junior Participating Preferred Stock Purchase Rights (the "Rights") from the close of business on August 1, 2014 to the close of business on December 6, 2012. Accordingly, as of 5:00 p.m. (Dallas, Texas time) on December 6, 2012, the Rights expired and the Rights Agreement effectively terminated as of such time.

The summary description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference to Exhibit 4.1 to this Current Report on Form 8-K.

The information set forth in Item 1.01 of this Current Report is incorporated into this Item 1.02 by this reference.

As a result of the Amendment described in Item 1.01 above, the outstanding Rights expired as of 5:00 p.m. (Dallas, Texas time) on December 6, 2012.

Upon the expiration of the Rights as described in Item 3.03 above, the Company filed a certificate of elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware on December 7, 2012, which decreased the number of authorized shares of Series B Junior Participating Preferred Stock to zero, and as a result, under the Delaware General Corporation Law, the Series B Junior Participating Preferred Stock shall no longer be an authorized series of the Company. Prior to the filing, the Series B Junior Participating Preferred Stock would have been issuable, under certain circumstances, upon the exercise of the Rights. The Certificate of Elimination is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

The summary description of the Certificate of Elimination set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference to Exhibit 3.1 to this Current Report on Form 8-K.

On December 6, 2012, the Company issued a press release announcing the expiration of the Rights and the effective termination of the Rights Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits:

Exhibit
  No.                                     Description

 3.1         Certificate of Elimination of Series B Junior Participating Preferred
             Stock, dated as of December 7, 2012.

 4.1         First Amendment to Rights Agreement, dated as of December 6, 2012,
             between the Company and Broadridge Corporate Issuer Solutions, Inc.,
             as rights agent.

99.1         Press Release, dated December 6, 2012.