The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 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 524,800 Shares owned by Master Fund, including the purchase price to Kingstown Partners L.P. of the 350,800 Shares acquired by Master Fund through contribution from Kingstown Partners L.P., is approximately $5,529,213, including brokerage commissions. The aggregate purchase price of the 218,691 Shares beneficially owned by Kingstown Capital is approximately $1,949,706, including brokerage commissions. The Shares beneficially owned by Kingstown Capital were acquired for the account of Absolute Opportunities Fund, for which Kingstown Capital is a subadviser pursuant to a Subadvisory Agreement, made as of September 30, 2008, between Absolute Investment Advisers LLC and Kingstown Capital.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 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 9,881,340 Shares outstanding, which is the total number of Shares outstanding as of July 30, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 12, 2010.
As of the close of business on August 19, 2010, Master Fund beneficially owned 524,800 Shares, constituting approximately 5.3% of the Shares outstanding.
As of the close of business on August 19, 2010, Kingstown Capital beneficially owned 743,491 Shares, constituting approximately 7.5% of the Shares outstanding. By virtue of its relationship with Master Fund discussed in further detail in Item 2, Kingstown Capital may be deemed to beneficially own the 524,800 Shares beneficially owned by Master Fund in addition to the 218,691 Shares beneficially owned by Kingstown Capital.
As of the close of business on August 19, 2010, Kingstown Management beneficially owned 743,491 Shares, constituting approximately 7.5% of the Shares outstanding. By virtue of its relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Kingstown Management may be deemed to beneficially own the Shares beneficially owned in the aggregate by Master Fund and Kingstown Capital.
As of the close of business on August 19, 2010, Mr. Blitzer beneficially owned 743,491 Shares, constituting approximately 7.5% of the Shares outstanding. By virtue of his relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Mr. Blitzer may be deemed to beneficially own the Shares owned in the aggregate by Master Fund and Kingstown Capital.
As of the close of business on August 19, 2010, Mr. Shanon beneficially owned 743,491 Shares, constituting approximately 7.5% of the Shares outstanding. By virtue of his relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Mr. Shanon may be deemed to beneficially own the Shares owned in the aggregate by Master Fund and Kingstown Capital.
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule A to the Schedule 13D and incorporated by reference herein, who are not also Reporting Persons, beneficially owns any securities of the Issuer.
(b) Each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Master Fund by virtue of their respective positions as described in Item 2.
Each of Kingstown Management, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Kingstown Capital by virtue of their respective positions as described in Item 2.
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D.
(d) Absolute Opportunities Fund and Absolute Investment Advisers LLC, the investment adviser for Absolute Opportunities Fund, may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported as beneficially owned by Kingstown Capital.
(e) Not applicable.
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.
| Date: August 19, 2010 | KINGSTOWN CAPITAL MANAGEMENT L.P. |
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| | By: | Kingstown Management GP LLC |
| | | its general partner |
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| | By: | |
| | | Michael Blitzer Managing Member |
| | KINGSTOWN MANAGEMENT GP LLC |
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| | By: | |
| | | Michael Blitzer Managing Member |
| | KINGSTOWN PARTNERS MASTER LTD. |
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| | By: | |
| | | Michael Blitzer Director |
SCHEDULE B
Transactions in the Shares by the Reporting Persons Since the Filing of the Schedule 13D
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
KINGSTOWN PARTNERS MASTER LTD.
KINGSTOWN CAPITAL MANAGEMENT L.P.
