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 to read as follows:
The aggregate purchase price of the 754,366 Shares beneficially owned by WILLC is approximately $5,561,276. The Shares beneficially owned by WILLC consist of 900 Shares that were acquired with WILLC’s working capital, 288,873 Shares that were acquired with WIHP’s working capital, 284,714 Shares that were acquired with WITRP’s working capital and 179,879 Shares that were acquired with WIAP’s working capital.
The aggregate purchase price of the 2 Shares directly owned by Mr. Lipson is approximately $12. The Shares directly owned by Mr. Lipson 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 9,952,619 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2009, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on January 7, 2010.
As of the close of business on June 24, 2010, WIHP, WITRP and WIAP beneficially owned 288,873, 284,714 and 179,879 Shares, respectively, constituting approximately 2.9%, 2.9% and 1.8%, respectively, of the Shares outstanding.
As the managing member of WIAP and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 753,466 Shares owned in the aggregate by WIHP, WITRP and WIAP, constituting approximately 7.6% of the Shares outstanding, in addition to the 900 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 754,366 Shares beneficially owned by WILLC, constituting approximately 7.6% of the Shares outstanding, in addition to the 2 Shares he holds directly.
None of Messrs. Chelo, Daniels or Dube directly owns any Shares. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of Messrs. Chelo, Daniels and Dube may be deemed to beneficially own the 754,368 Shares beneficially owned in the aggregate by the other Reporting Persons. Each of Messrs. Chelo, Daniels and Dube 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 since the filing of Amendment No. 1 to the Schedule 13D by the Reporting Persons. 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: June 28, 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 ACTIVISM PARTNERS LLC |
| | |
| By: | Western Investment LLC |
| | Managing Member |
| | |
| By: | |
| | Name: | Arthur D. Lipson |
| | Title: | Managing Member |
| |
| ARTHUR D. LIPSON Individually and as Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube and Neil Chelo |
EXHIBIT A
Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D
Date of Purchase | Shares of Common Stock Purchased | Price Per Share ($) |
Western Investment Activism Partners LLC
05/28/2010 | 6,600 | | 7.1800 |
06/01/2010 | 2,300 | | 7.1725 |
06/02/2010 | 1,165 | | 7.1419 |
06/03/2010 | 5,521 | | 7.1449 |
06/04/2010 | 12,600 | | 7.1091 |
06/07/2010 | 10,400 | | 7.1158 |
06/08/2010 | 11,921 | | 7.1399 |
06/09/2010 | 10,000 | | 7.1578 |
06/10/2010 | 4,716 | | 7.1895 |
06/11/2010 | 2,500 | | 7.2205 |
06/14/2010 | 4,500 | | 7.2229 |
06/15/2010 | 2,053 | | 7.1536 |
06/16/2010 | 4,224 | | 7.1637 |
06/17/2010 | 3,200 | | 7.1823 |
06/18/2010 | 4,300 | | 7.2125 |
06/21/2010 | 4,300 | | 7.2595 |
06/22/2010 | 4,000 | | 7.2660 |
06/23/2010 | 1,500 | | 7.2452 |
06/24/2010 | 7,403 | | 7.2004 |