The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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 430,019 Shares beneficially owned by WILLC is approximately $6,300,265. The Shares beneficially owned by WILLC consist of 1,000 Shares that were acquired with WILLC’s working capital, 162,675 Shares that were acquired with WIHP’s working capital, 162,644 Shares that were acquired with WITRP’s working capital and 103,700 Shares that were acquired with WITRL’s working capital.
The aggregate purchase price of the 500 Shares directly owned by Mr. Lipson is approximately $7,095. The Shares directly owned by Mr. Lipson were acquired with personal funds.
The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Daniels is approximately $11,839. The Shares beneficially owned by Mr. Daniels were acquired with personal funds.
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 5,955,698 Shares outstanding, which is the total number of Shares outstanding as of December 31, 2009, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on March 4, 2010.
As of the close of business on April 2, 2010, WIHP, WITRP and WITRL beneficially owned 162,675, 162,644 and 103,700 Shares, respectively, constituting approximately 2.7%, 2.7% and 1.7%, respectively, of the Shares outstanding.
As the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 429,019 Shares owned in the aggregate by WIHP, WITRP and WITRL, constituting approximately 7.2% of the Shares outstanding, in addition to the 1,000 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 430,019 Shares beneficially owned by WILLC, constituting approximately 7.2% of the Shares outstanding, in addition to the 500 Shares he holds 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 1,000 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.
As of the close of business on April 2, 2010, Mr. Daniels directly owned 1,000 Shares. 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 430,519 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Daniels disclaims beneficial ownership of such Shares.
Mr. Dube does not own directly any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Dube may be deemed to beneficially own the 431,519 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Dube disclaims beneficial ownership of such Shares.
Mr. Chelo does not own directly any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act, Mr. Chelo may be deemed to beneficially own the 431,519 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Chelo 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 securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. All of such transactions were effected in the open market.
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: April 5, 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 |
| |
| ARTHUR D. LIPSON As Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube and Neil Chelo |
SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2/26/2010 | 18,400 | | 14.7750 |
3/1/2010 | 2,100 | | 14.8225 |
3/2/2010 | 2,300 | | 15.0185 |
3/2/2010 | 4,800 | | 15.0729 |
3/3/2010 | 2,300 | | 15.0685 |
3/5/2010 | 1,900 | | 15.0825 |
3/8/2010 | 1,400 | | 15.2085 |
3/9/2010 | 2,200 | | 15.1648 |
3/11/2010 | 200 | | 15.5025 |
3/12/2010 | 100 | | 15.5325 |
3/12/2010 | 1,000 | | 15.5085 |
3/15/2010 | 200 | | 15.4285 |
3/15/2010 | 6,300 | | 15.4033 |
3/16/2010 | 1,100 | | 15.4525 |
3/18/2010 | 800 | | 15.6025 |
3/26/2010 | 700 | | 15.5585 |
3/26/2010 | 5,200 | | 15.6725 |
3/29/2010 | 4,000 | | 15.7571 |
3/30/2010 | 2,100 | | 15.8085 |
3/30/2010 | 10,300 | | 15.7880 |
3/31/2010 | 15,700 | | 15.7971 |
4/1/2010 | 2,300 | | 15.8985 |
4/1/2010 | 2,200 | | 15.9034 |