The following constitutes Amendment No. 8 the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
Western Investment Activism Partners LLC no longer owns any Shares of the Issuer. Accordingly, Western Investment Activism Partners LLC is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 8 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
(a) This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”) and Arthur D. Lipson. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
WILLC has sole voting and investment power over WIHP’s, WITRP’s and WITRL’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions. Accordingly, the Reporting Persons are filing a joint Schedule 13D.
(b) The principal business address of each of WILLC, WIHP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands. The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule B annexed to Amendment No. 6 to the Schedule 13D dated and filed with the Securities and Exchange Commission on August 21, 2009, and incorporated by reference in this Item 2 (“Schedule B”).
(c) The principal business of WILLC is acting as the investment manager of WITRL and the general partner of each of WIHP and WITRP. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of WIHP, WITRL and WITRP is acquiring, holding and disposing of investments in various companies.
(d) No Reporting Person, nor any person listed on Schedule B has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule B has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 any violation with respect to such laws.
(f) Mr. Lipson is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 529,580 Shares beneficially owned by WILLC is approximately $5,986,622. The Shares beneficially owned by WILLC consist of 1,011 Shares, 1,000 of which were acquired with WILLC’s working capital and 11 of which were acquired through the Issuer’s dividend repurchase plan, 236,861 Shares that were acquired with WIHP’s working capital, 236,596 Shares that were acquired with WITRP’s working capital and 55,112 Shares that were acquired with WITRL’s working capital.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,935,591 Shares outstanding, which is the total number of Shares outstanding as of February 5, 2010, as reported in Exhibit (a)(1)(i) to the Issuer’s Schedule TO, filed with the Securities and Exchange Commission on February 11, 2010.
As of the close of business on March 8, 2010, WIHP, WITRP and WITRL beneficially owned 236,861, 236,596 and 55,112 Shares, respectively, representing approximately 2.98%, approximately 2.98% and less than 1%, respectively, of the Shares outstanding.
As of the close of business on March 8, 2010, Western Investment Activism Partners LLC no longer owned any Shares of the Issuer.
As the general partner of each of WIHP and WITRP and the investment manager of WITRL, WILLC may be deemed to beneficially own the 528,569 Shares owned in the aggregate by WIHP, WITRP and WITRL, constituting approximately 6.7% of the Shares outstanding, in addition to the 1,011 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 529,580 Shares beneficially owned by WILLC, constituting approximately 6.7% of the Shares outstanding.
Item 5(c) is hereby amended to add the following:
Schedule A annexed hereto lists all transactions in the securities of the Issuer during the past sixty days. All of such transactions were effected in the open market.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On March 9, 2010, WILLC, WIHP, WITRP, WITRL and Mr. Lipson entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to include the following exhibit:
| 99.1 | Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd. and Arthur D. Lipson, dated March 9, 2010. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: March 9, 2010 | WESTERN INVESTMENT LLC |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
| | | |
| | By: | Western Investment LLC |
| | | Managing Member |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| | | |
| | By: | Western Investment LLC |
| | | General Partner |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
| | WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
| | | |
| | By: | Western Investment LLC |
| | | Investment Manager |
| | | |
| | By: | |
| | | Name: | Arthur D. Lipson |
| | | Title: | Managing Member |
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Date of Sale | Shares of Common Stock (Sold) | Price Per Share ($) |
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
| 02/04/10 | (3,550) | | 13.4305 |
| 02/05/10 | (7,200) | | 13.4550 |
| 02/08/10 | (13,700) | | 13.4826 |
| 02/09/10 | (8,400) | | 13.4900 |
| 02/10/10 | (8,000) | | 13.4413 |
| 03/05/10 | (48,515) | | 13.4834 |
| 03/08/10 | (92,146) | | 13.4576 |
