ITEM
1(a).
|
NAME
OF ISSUER:
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PFSweb,
Inc. (“
PFSweb
”)
ITEM
1(b).
|
ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
|
500 North
Central Expressway
Plano,
Texas 75074
ITEM
2(a).
|
NAME
OF PERSON FILING:
|
This
statement is filed on behalf of Peter R. Kellogg, IAT Reinsurance Company Ltd.,
a Bermuda corporation (“
IAT
”), and MMK
Reinsurance Ltd., a Bermuda corporation (“
MMK
”). Mr.
Kellogg is the sole owner of IAT’s voting stock, is a member of IAT’s board of
directors, and is the President and CEO of IAT. MMK is a wholly-owned
subsidiary of IAT. A joint filing agreement of Mr. Kellogg, IAT and
MMK is attached as
Exhibit A
hereto.
This
statement relates to 500,000 shares of PFSweb held by MMK. Mr.
Kellogg has sole dispositive and voting power with respect to the shares of
PFSweb owned by MMK. Mr. Kellogg disclaims beneficial ownership of
the shares held by MMK and IAT, and this statement should not be deemed to be an
admission that Mr. Kellogg is a member of any “group” within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.
ITEM
2(b).
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
|
48 Wall
Street, 30
th
Floor, New York, NY 10005
IAT is a
Bermuda corporation, MMK is a Bermuda corporation, and Peter R. Kellogg is a
citizen of the United States.
ITEM
2(d).
|
TITLE
OF CLASS OF SECURITIES:
|
Common
Stock, par value $.001 per share
717098206
ITEM
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
13d-2(c), CHECK WHETHER THE PERSON FILING IS
A:
|
N/A
CUSIP No.
717098206
|
(a)
|
AMOUNT
BENEFICIALLY OWNED: 500,000
shares
|
|
(b)
|
PERCENT
OF CLASS: 5.02%
|
|
(c)
|
NUMBER
OF SHARES AS TO WHICH SUCH PERSON
HAS:
|
|
|
Sole
power to vote or to direct the vote: 500,000
shares
|
|
(ii)
|
Shared
power to vote or to direct the vote:
none
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 500,000
shares
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
none
|
ITEM
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the
following: [ ]
ITEM
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
|
The
non-voting stockholders of IAT have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the shares held by them in
accordance with their ownership interest in IAT.
ITEM
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
See
Exhibit
B
.
ITEM
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
|
Not
Applicable
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP
|
Not
Applicable
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the
best of our knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
|
|
|
|
|
|
|
IAT
REINSURANCE COMPANY LTD.
|
|
|
|
|
|
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
Name:
Peter R. Kellogg
Title:
President and CEO
|
|
|
|
|
|
|
MMK
REINSURANCE LTD.
|
|
|
|
|
|
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
Name:
Peter R. Kellogg
Title:
President and CEO
|
|
|
|
|
|
EXHIBIT
A
JOINT FILING
AGREEMENT
In accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G may be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
|
|
|
|
|
|
|
IAT
REINSURANCE COMPANY LTD.
|
|
|
|
|
|
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
Name:
Peter R. Kellogg
Title:
President and CEO
|
|
|
|
|
|
|
MMK
REINSURANCE LTD.
|
|
|
|
|
|
Dated:
|
April
29, 2010
New
York, New York
|
By:
|
/s/ Marguerite R.
Gorman, attorney in fact
|
|
|
|
Name:
Peter R. Kellogg
Title:
President and CEO
|
|
|
|
|
|
Exhibit
B
ITEM
7
IAT is the relevant subsidiary for
which Peter R. Kellogg may be considered a control person.
Exhibit
C
The Power
of Attorney in favor of Marguerite R. Gorman to sign all 13D and 13G filings on
behalf of Mr. Peter R. Kellogg is incorporated by reference from a Schedule 13D
filed by Mr. Peter R. Kellogg with the Securities and Exchange Commission on
April 5, 2007.