The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated to read as follows:
The aggregate purchase price of the 260,496 Shares beneficially owned by WILLC is approximately $2,922,293. The Shares beneficially owned by WILLC consist of 157,153 Shares that were acquired with WIHP’s working capital (including 10,369 Shares held by WIHP that were acquired through the Issuer’s dividend repurchase plan), 46,940 Shares that were acquired with WIAP’s working capital (including 2,617 Shares held by WIAP that were acquired through the Issuer’s dividend repurchase plan), 56,371 Shares that were acquired with WITRP’s working capital (including 2,044 Shares held by WITRP that were acquired through the Issuer’s dividend repurchase plan) and 32 Shares that were acquired with WITRL’s working capital.
The aggregate purchase price of the 69 Shares directly owned by Mr. Lipson is approximately $556. The Shares directly owned by Mr. Lipson were acquired with personal funds.
The aggregate purchase price of the 156,250 Shares beneficially owned by BPM is approximately $1,657,234. The Shares beneficially owned by BPM consist of 156,218 Shares that were acquired with BPIP’s working capital and 32 Shares that were acquired with BPP’s working capital.
The aggregate purchase price of the 2,000 Shares directly owned by Mr. Rappaport is approximately $22,420. The Shares directly owned by Mr. Rappaport were acquired with personal funds.
Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon approximately 14,478,866 Shares outstanding, which is the total number of Shares outstanding following the purchase of the tendered shares, as reported in Exhibit (a)(5)(iii) to the Issuer’s Schedule TO, filed with the Securities and Exchange Commission on June 2, 2011.
As of the close of business on June 2, 2011, WIHP, WIAP, WITRP and WITRL beneficially owned 157,153, 46,940, 56,371 and 32 Shares, respectively, constituting 1.1%, less than 1%, less than 1% and less than 1%, respectively, of the Shares outstanding.
As the general partner of each of WIHP and WITRP, the managing member of WIAP and the investment manager of WITRL, WILLC may be deemed to beneficially own the 260,496 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 1.8% of the Shares outstanding.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 260,496 Shares beneficially owned by WILLC, constituting approximately 1.8% of the Shares outstanding, in addition to the 69 Shares he owns directly.
As of the close of business on June 2, 2011, BPIP and BPP beneficially owned 156,218 and 32 Shares, respectively, constituting approximately 1.1% and less than 1%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 156,250 Shares owned in the aggregate by BPIP and BPP, constituting approximately 1.1% of the Shares outstanding. As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 156,250 Shares beneficially owned by BPM, constituting approximately 1.1% of the Shares outstanding.
Mr. Dube and Professor Wood do not own directly any Shares. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Mr. Dube and Professor Wood may be deemed to beneficially own the 418,815 Shares beneficially owned in the aggregate by the Reporting Persons. Each of Mr. Dube and Professor Wood disclaims beneficial ownership of such Shares.
Mr. Rappaport directly owns 2,000 Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Rappaport may be deemed to beneficially own the 416,815 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Rappaport disclaims beneficial ownership of such Shares.
Item 5(c) is amended to add the following:
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 6 to the Schedule 13D. All of such transactions were effected in the open market.
Item 5(e) is amended and restated to read as follows:
As of June 2, 2011, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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: June 6, 2011 | 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: | /s/ Arthur D. Lipson |
| | 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 |
| |
| ARTHUR D. LIPSON Individually and as Attorney-In-Fact for Gregory R. Dube, Richard A. Rappaport and Robert A. Wood |
| BENCHMARK PLUS PARTNERS, L.L.C. |
| | |
| By: | Benchmark Plus Management, L.L.C. |
| | Managing Member |
| | |
| By: | |
| | Name: | Robert Ferguson |
| | Title: | Managing Member |
| | |
| By: | |
| | Name: | Scott Franzblau |
| | Title: | Managing Member |
| |
| |
| BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
| | |
| By: | Benchmark Plus Management, L.L.C. |
| | Managing Member |
| | |
| By: | |
| | Name: | Robert Ferguson |
| | Title: | Managing Member |
| | |
| By: | |
| | Name: | Scott Franzblau |
| | Title: | Managing Member |
| BENCHMARK PLUS MANAGEMENT, L.L.C. |
| | |
| By: | |
| | Name: | Robert Ferguson |
| | Title: | Managing Member |
| | |
| By: | |
| | Name: | Scott Franzblau |
| | Title: | Managing Member |
SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D
Date of Sale | Shares of Common Stock Sold | Price Per Share ($) |
WESTERN INVESTMENT LLC |
5/27/2011 | 500 | | 12.7212 |
ARTHUR D. LIPSON |
6/02/2011 | 141* | | 13.3672 |
WESTERN INVESTMENT HEDGED PARTNERS L.P. |
5/23/2011 | 12,700 | | 12.7099 |
5/23/2011 | 2,300 | | 12.7313 |
6/02/2011 | 335,359* | | 13.3672 |
6/02/2011 | 4,200** | | 12.5270 |
WESTERN INVESTMENT ACTIVISM PARTNERS LLC |
6/02/2011 | 84,193* | | 13.3672 |
6/02/2011 | 13,368* | | 13.3672 |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
6/02/2011 | 117,162* | | 13.3672 |
WESTERN INVESTMENT TOTAL RETURN FUND LTD. |
6/02/2011 | 68* | | 13.3672 |
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
6/02/2011 | 324,686* | | 13.3672 |
BENCHMARK PLUS PARTNERS, L.L.C. |
6/02/2011 | 68* | | 13.3672 |
* Shares tendered pursuant to the terms of the tender offer made by the Issuer.
** Represents short sale “against the box.”