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 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by Bandera 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,308,913 Shares owned directly by Bandera Partners is approximately $16,199,315.09, excluding brokerage commissions. The aggregate purchase price of the 19,796 Shares owned directly by Mr. Gramm is approximately $142,739. Mr. Gramm acquired these Shares with personal funds.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 29, 2012, Bandera Partners mailed a letter to John Ueberroth, Chairman of the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In the letter, Bandera Partners expressed its belief that a costly proxy battle is not in the best interests of the Issuer and its stockholders, and Bandera Partners hopes that the Issuer can work with Lane Five Partners, LP (“Lane Five”) to reach a mutually agreeable settlement. Bandera Partners went on to state in the letter that barring such a settlement and subject to its review of the definitive proxy materials from the Issuer and Lane Five, that Bandera Partners currently intends to vote its shares for all three of Lane Five’s nominees.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 17,590,300 Shares outstanding as of February 28, 2012, 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 12, 2012.
As of the close of business on March 30, 2012, Bandera Partners beneficially owned 2,308,913 Shares, constituting approximately 13.1% of the Shares outstanding. By virtue of their respective relationships with Bandera Master Fund discussed in further detail in Item 2, each of Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to beneficially own the Shares owned by Bandera Master Fund. Mr. Gramm directly owns 19,796 Shares.
(b) Bandera Partners may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 2,308,913 shares of Common Stock directly owned by Bandera Master Fund. As Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 2,308,913 shares of Common Stock directly owned by Bandera Master Fund. Mr. Gramm may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 19,796 Shares owned directly by him.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. All such transactions were effected in the open market.
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to include the following exhibit: |
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: April 2, 2012
| | |
| | BANDERA PARTNERS LLC |
| | |
| | |
| | By: | /s/ Gregory Bylinsky |
| | | Name: | Gregory Bylinsky |
| | | Title: | Managing Member |
| | |
| | By: | /s/ Gregory Bylinsky |
| | | Name: | Gregory Bylinsky |
| | | | |
| | |
| | By: | /s/ Jefferson Gramm |
| | | Name: | Jefferson Gramm |
| | |
| | By: | /s/ Andrew Shpiz |
| | | Name: | Andrew Shpiz |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
BANDERA PARTNERS LLC
| 17,749 | 5.2985 | 03/06/2012 |
| 1,412 | 5.2979 | 03/07/2012 |
| 7,703 | 5.2992 | 03/08/2012 |
GREGORY BYLINSKY
None
JEFFERSON GRAMM
None
ANDREW SHPIZ
None
