The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the Termination of Joint Filing Agreement attached as Exhibit 99.1 hereto and incorporated herein by reference, each of the undersigned to that certain Joint Filing Agreement, dated September 9, 2016, are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 264,292 Shares owned directly by BLR Partners is approximately $5,207,080, including brokerage commissions.
The Shares directly owned by Mr. B. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 41,604 Shares directly owned by Mr. B. Radoff is approximately $918,945, including brokerage commissions.
The Shares purchased by PJR Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 200,000 Shares owned directly by PJR Plan is approximately $3,478,000, including brokerage commissions.
The Shares purchased by Middle Stump were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 49,275 Shares owned directly by Middle Stump is approximately $779,335, including brokerage commissions.
The Shares purchased by Mr. Kagan were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 11,624 Shares beneficially owned by Mr. Kagan, including the 1,743 Shares directly owned by his children, is approximately $194,144, including brokerage commissions.
The Shares purchased by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 5,000 Shares owned directly by Mr. Schechter is approximately $71,344, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 8,098,140 Shares outstanding as of February 28, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2017.
| (a) | As of the close of business on March 20, 2017, BLR Partners beneficially owned 264,292 Shares. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 264,292 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 264,292 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BLR Partners has not entered into any transactions in the Shares during the past 60 days. |
| (a) | BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 264,292 Shares owned by BLR Partners. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 264,292 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 264,292 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BLRPart GP has not entered into any transactions in the Shares during the past 60 days. |
| (a) | BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 264,292 Shares owned by BLR Partners. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 264,292 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 264,292 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BLRGP has not entered into any transactions in the Shares during the past 60 days. |
| (a) | Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 264,292 Shares owned by BLR Partners. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 264,292 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 264,292 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Fondren Management has not entered into any transactions in the Shares during the past 60 days. |
| (a) | FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 264,292 Shares owned by BLR Partners. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 264,292 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 264,292 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | FMLP has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on March 20, 2017, Mr. B. Radoff directly owned 41,604 Shares. Mr. B. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 264,292 Shares owned by BLR Partners. |
Percentage: Approximately 3.8%
| (b) | 1. Sole power to vote or direct vote: 305,896 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 305,896 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. B. Radoff has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on March 20, 2017, PJR Plan beneficially owned 200,000 Shares. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | PJR Plan has not entered into any transactions in the Shares during the past 60 days. |
| (a) | Mr. P. Radoff, as the trustee of PJR Plan, may be deemed the beneficial owner of the 200,000 Shares owned by PJR Plan. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. P. Radoff has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on March 20, 2017, Middle Stump beneficially owned 49,275 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 49,275 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 49,275 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Middle Stump has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on March 20, 2017, Mr. Kagan directly owned 9,881 Shares and may be deemed to beneficially own an additional 1,743 Shares directly owned by his children. Mr. Kagan, as the president, sole shareholder and sole director of Middle Stump, may be deemed the beneficial owner of the 49,275 Shares owned by Middle Stump. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 59,156 |
| 2. Shared power to vote or direct vote: 1,743 |
| 3. Sole power to dispose or direct the disposition: 59,156 |
| 4. Shared power to dispose or direct the disposition: 1,743 |
| (c) | The transactions in the Shares by Mr. Kagan during the past 60 days are set forth on Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 20, 2017, Mr. Schechter directly owned 5,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 5,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Schechter has not entered into any transactions in the Shares during the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | As of March 20, 2017, the Reporting Persons ceased to collectively be the beneficial owners of more than 5% of the Shares of the Issuer following the termination of the Joint Filing Agreement. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 20, 2017, the Reporting Persons terminated the Joint Filing Agreement. A copy of such termination agreement is attached hereto as Exhibit 99.1.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Termination of Joint Filing Agreement, dated March 20, 2017. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 21, 2017
| BLR Partners LP |
| |
| By: | BLRPart, LP General Partner |
| | |
| By: | BLRGP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| BLRPart, LP |
| |
| By: | BLRGP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| BLRGP Inc. |
| | |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| Fondren Management, LP |
| |
| By: | FMLP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| /s/ Bradley L. Radoff |
| Bradley L. Radoff |
| Perry J. Radoff, P.C. Profit Sharing Plan |
| | |
| |
| By: | /s/ Perry J. Radoff |
| | Name: | Perry J. Radoff |
| | Title: | Trustee |
| /s/ Perry J. Radoff |
| Perry J. Radoff |
| Middle Stump, Inc. |
| | |
| |
| By: | /s/ Jonathan Kagan |
| | Name: | Jonathan Kagan |
| | Title: | President and Sole Director |
| /s/ Jonathan Kagan |
| Jonathan Kagan |
| /s/ Joshua E. Schechter |
| Joshua E. Schechter |
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
JONATHAN KAGAN
(1,000)* | 32.2913 | 01/31/2017 |