The following constitutes Amendment No. 9 the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth.
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 144,538 Shares beneficially owned by WILLC is approximately $1,423,938. The Shares beneficially owned by WILLC consist of 419 Shares, 408 of which were acquired with WILLC’s working capital and 11 of which were acquired through the Issuer’s dividend repurchase plan, 72,086 Shares that were acquired with WIHP’s working capital and 72,033 Shares that were acquired with WITRP’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 6,745,252 Shares outstanding, which is based on 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, less the number of Shares accepted by the Issuer pursuant to the terms of its tender offer which closed on March 19, 2010.
As of the close of business on March 19, 2010, WIHP and WITRP beneficially owned 72,086 and 72,033 Shares, respectively, constituting approximately 1.1% and approximately 1.1%, respectively, of the Shares outstanding.
As of the close of business on March 19, 2010, WITRL no longer owned any Shares of the Issuer.
As the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 144,119 Shares owned in the aggregate by WIHP and WITRP, constituting approximately 2.1% of the Shares outstanding, in addition to the 419 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 144,538 Shares beneficially owned by WILLC, constituting approximately 2.1% of the Shares outstanding.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in the securities of the Issuer since the filing of Amendment No. 8. All of such transactions were effected in the open market, unless otherwise noted.
Item 5(e) is hereby amended and restated to read as follows:
(e) As of March 19, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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 23, 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 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 Since the Filing of Amendment No. 8
Class of Security | Date of Sale | Shares of Common Stock Sold | Price Per Share ($) |
|
WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
Common Stock | 03/09/10 | 45,912 | | 13.4641 |
Common Stock | 03/10/10 | 9,200 | | 13.5145 |
WESTERN INVESTMENT HEDGED PARTNERS L.P. |
Common Stock (Short Sale)* | 03/15/10 | 5,000 | | 13.5279 |
Common Stock (Short Sale)* | 03/16/10 | 2,200 | | 13.5543 |
Common Stock (Short Sale)* | 03/16/10 | 1,000 | | 13.5208 |
Common Stock (Short Sale)* | 03/17/10 | 5,000 | | 13.5892 |
Common Stock (Short Sale)* | 03/17/10 | 2,500 | | 13.5626 |
Common Stock (Short Sale)* | 03/18/10 | 6,500 | | 13.6265 |
Common Stock (Short Sale)* | 03/18/10 | 500 | | 13.6023 |
Common Stock (Short Sale)* | 03/19/10 | 3,300 | | 13.7175 |
Common Stock** | 03/19/10 | 138,775 | | 13.7298 |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
Common Stock (Short Sale)* | 03/15/10 | 3,000 | | 13.5279 |
Common Stock (Short Sale)* | 03/15/10 | 2,000 | | 13.5326 |
Common Stock (Short Sale)* | 03/16/10 | 2,144 | | 13.5543 |
Common Stock (Short Sale)* | 03/16/10 | 1,000 | | 13.5208 |
Common Stock (Short Sale)* | 03/17/10 | 5,000 | | 13.5892 |
Common Stock (Short Sale)* | 03/17/10 | 2,500 | | 13.5626 |
* Represents short sale “against the box.”
** Shares tendered pursuant to the terms of the tender offer made by MBIA Capital / Claymore Managed Duration Investment Grade Municipal Fund.
Common Stock (Short Sale)* | 03/18/10 | 6,500 | | 13.6265 |
Common Stock (Short Sale)* | 03/18/10 | 500 | | 13.6023 |
Common Stock (Short Sale)* | 03/19/10 | 3,300 | | 13.7175 |
Common Stock** | 03/19/10 | 138,619 | | 13.7298 |
Common Stock** | 03/19/10 | 592 | | 13.7298 |
* Represents short sale “against the box.”
** Shares tendered pursuant to the terms of the tender offer made by MBIA Capital / Claymore Managed Duration Investment Grade Municipal Fund.