**See Item 5.
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 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 2,122,976.24 Shares beneficially owned by WILLC is approximately $36,706,753. The Shares beneficially owned by WILLC consist of 1,137.24 Shares, 900 of which were acquired with WILLC’s working capital and 237.24 of which were acquired through the Issuer’s dividend repurchase plan, 530,570 Shares that were acquired with WIHP’s working capital, 530,328 Shares that were acquired with WIAP’s working capital, 531,032 Shares that were acquired with WITRP’s working capital and 529,909 Shares that were acquired with WITRL’s working capital.
The aggregate purchase price of the 3,400 Shares owned directly by Mr. Lipson is approximately $28,280. The Shares owned directly by Mr. Lipson were acquired with Mr. Lipson’s personal funds.
The aggregate purchase price of the 722,855 Shares beneficially owned by BPM is approximately $9,277,926. The Shares beneficially owned by BPM consist of 357,275 Shares that were acquired with BPIP’s working capital and 365,580 Shares that were acquired with BPP’s working capital.
The aggregate purchase price of the 1,437.1 Shares owned directly by Mr. Daniels is approximately $22,353. The Shares owned directly by Mr. Daniels were acquired with Mr. Daniels’ personal funds.
The 100 Shares owned by Ms. Schultz were a gift from WILLC.
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 16,588,270 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2009, as reported in the Issuer’s annual report on Form N-CSR, filed with the Securities and Exchange Commission on September 2, 2009.
As of the close of business on January 19, 2010, WIHP, WIAP, WITRP and WITRL beneficially owned 530,570, 530,328, 531,032 and 529,909 Shares, respectively, constituting approximately 3.2%, 3.2%, 3.2% and 3.2%, respectively, of the Shares outstanding. As the managing member of WIAP, the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 2,121,839 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 12.8% of the Shares outstanding, in addition to the 1,137.24 Shares it holds directly. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 2,122,976.24 Shares beneficially owned by WILLC, constituting approximately 12.8% of the Shares outstanding, in addition to the 3,400 Shares he owns directly. 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”), the Western Entities may be deemed to beneficially own the 724,392.1 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.
As of the close of business on January 19, 2010, BPIP and BPP beneficially owned 357,275 and 365,580 Shares, respectively, constituting approximately 2.2% and 2.2%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 722,855 Shares owned in the aggregate by BPIP and BPP, constituting approximately 4.4% of the Shares outstanding. As managing members of BPM, Messrs. Franzblau and Ferguson may each be deemed to beneficially own the 722,855 Shares beneficially owned by BPM, constituting approximately 4.4% of the Shares outstanding. As members of a group for the purposes of Rule 13d-5(b)(1) of the Exchange Act, the Benchmark Entities may be deemed to beneficially own the 2,127,913.34 Shares owned by the other Reporting Persons. The Benchmark Entities disclaim beneficial ownership of such Shares.
None of Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse or Dube or Professor Wood directly own any Shares. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse and Dube and Professor Wood may each be deemed to beneficially own the 2,850,768.34 Shares beneficially owned in the aggregate by the other Reporting Persons. Each of Messrs. Hellerman, Rappaport, Roberts, Chelo, Crouse and Dube and Professor Wood disclaims beneficial ownership of such Shares.
Mr. Daniels owns 1,437.1 Shares directly, constituting less than 1% of the Shares outstanding. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Daniels may be deemed to beneficially own the 2,849,331.24 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Daniels disclaims beneficial ownership of such Shares.
Ms. Schultz directly owns 100 Shares, constituting less than 1% of the Shares outstanding. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Ms. Schultz may be deemed to beneficially own the 2,850,668.34 Shares beneficially owned in the aggregate by the other Reporting Persons. Ms. Schultz disclaims beneficial ownership of such Shares.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in the securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.
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: January 20, 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 |
| 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 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 |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Neil Chelo |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Matthew S. Crouse |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Robert H. Daniels |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Gregory R. Dube |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Gerald Hellerman |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Richard A. Rappaport |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for William J. Roberts |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Robert A. Wood |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Lynn D. Schultz |
| |
SCHEDULE A
Transactions in the Securities of the Issuer During the Past 60 Days
Shares of Common Stock Purchased | Price Per Share ($) | Date of Purchase |
ARTHUR D. LIPSON
2,000 | | 8.4196 | 11/23/09 |
300 | | 8.1400 | 12/09/09 |
900 | | 8.1700 | 12/11/09 |
200 | | 8.2300 | 12/11/09 |
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
800 | | 8.4350 | 11/23/09 |
5,200 | | 8.4740 | 11/25/09 |
615 | | 8.1348 | 11/27/09 |
1,200 | | 8.2308 | 11/27/09 |
1,600 | | 8.3423 | 11/30/09 |
7,700 | | 8.4438 | 12/01/09 |
1,700 | | 8.2644 | 12/07/09 |
100 | | 8.2085 | 12/08/09 |
1,600 | | 8.1948 | 12/10/09 |
4,800 | | 8.1894 | 12/11/09 |
10,000 | | 8.2735 | 12/16/09 |
15,000 | | 8.3243 | 12/16/09 |
7,000 | | 8.2579 | 12/22/09 |
28,900 | | 8.3151 | 12/23/09 |
400 | | 8.4035 | 12/24/09 |
2,100 | | 8.5090 | 12/28/09 |
26,900 | | 8.2993 | 12/30/09 |
11,700 | | 8.3410 | 12/31/09 |
11,500 | | 8.4894 | 01/04/10 |
8,300 | | 8.6040 | 01/05/10 |
3,600 | | 8.6644 | 01/06/10 |
5,200 | | 8.7674 | 01/11/10 |
1,400 | | 8.6756 | 01/15/10 |