EXPLANATORY NOTE
This Amendment No. 11 (this “Amendment No. 11”) amends Items 3, 4 and 5 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 24, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016, as amended by Amendment No. 6 to the Schedule 13D filed with the SEC on May 12, 2016, as amended by Amendment No.7 to the Schedule 13D filed with the SEC on May 19, 2016, as amended by Amendment No. 8 to the Schedule 13D filed with the SEC on May 26, 2016, as amended by Amendment No. 9 to the Schedule 13D filed with the SEC on November 23, 2016 and as amended by Amendment No. 10 to the Schedule 13D filed with the SEC on January 10, 2017 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The 471,086 Shares directly owned by Mangrove Master Fund 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 B
annexed hereto (“
Schedule B
”). The aggregate purchase price of the 471,086 Shares directly owned by Mangrove Master Fund is approximately $3,347,577, including brokerage commissions.
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Item 4.
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Purpose of the Transaction
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Item 4 is hereby amended to add the following:
Pursuant to a cash self-tender offer (the “Tender Offer”) conducted by the Issuer to purchase up to 5,314,009 shares of Common Stock in accordance with the Settlement Agreement, dated January 6, 2017, by and among the Issuer, the Reporting Persons, as well as, solely for limited purposes set forth therein, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated, and GMS Family Investors LLC (collectively, the “Stern Family”), the Reporting Persons tendered, in exchange for cash consideration of $10.35 per share, all of the Shares beneficially owned by them. Because the tender offer was oversubscribed, the Company purchased only a prorated portion (approximately 88.24%) of the Shares properly tendered by stockholders. Therefore, 3,534,615 Shares tendered by the Reporting Persons were accepted by the Issuer on February 23, 2017.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 6,562,215 Shares outstanding, which is based on the total number of Shares outstanding as of February 6, 2017 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 9, 2017, reduced by the 5,314,009 Shares purchased by the Issuer in the Tender Offer.
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(a)
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As of the close of business on the date hereof, Mangrove Master Fund directly owned 471,086
Shares.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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The transactions in the Shares by Mangrove Master Fund since the filing of Amendment No. 10 to the Schedule 13D are set forth in
Schedule B
and are incorporated herein by reference.
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(a)
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As of the close of business on the date hereof, Mangrove Fund, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 471,086 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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Mangrove Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.
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(a)
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As of the close of business on the date hereof, Mangrove Fund Cayman, as a significant shareholder of Mangrove Master Fund, may be deemed to beneficially own the 471,086 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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Mangrove Fund Cayman has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.
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(a)
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As of the close of business on the date hereof, Mangrove Partners, as the investment manager of each of Mangrove Master Fund, Mangrove Fund and Mangrove Fund Cayman, may be deemed to beneficially own the 471,086 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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Mangrove Partners has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.
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(a)
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As of the close of business on the date hereof, Mangrove Capital, as the general partner of Mangrove Fund, may be deemed to beneficially own the 471,086 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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Mangrove Capital has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.
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(a)
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As of the close of business on the date hereof, Mr. August did not directly own any Shares. As a director of each of Mangrove Partners and Mangrove Capital, Mr. August may be deemed to beneficially own the 471,086 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 471,086
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 471,086
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(c)
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Mr. August has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D.
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As of the close of business on the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 471,086 Shares, constituting approximately 7.2% of the Shares outstanding.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
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.
Dated: February 24, 2017
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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By:
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MANGROVE PARTNERS
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as Investment Manager
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By:
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Name:
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Nathaniel August
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Title:
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Director
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THE MANGROVE PARTNERS FUND, L.P.
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By:
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MANGROVE CAPITAL
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as General Partner
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By:
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE PARTNERS FUND (CAYMAN), LTD.
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By:
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MANGROVE PARTNERS
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as Investment Manager
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By:
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE PARTNERS
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By:
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE CAPITAL
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By:
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Name:
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Nathaniel August
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Title:
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Director
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SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 10 to the Schedule 13D
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Shares of Common Stock
Purchased / (Sold)
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Price Per
Share ($)
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Date of
Purchase or Sale
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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(
3,534,615
)
#
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10.3500
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02/23/2017
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