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.
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Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended and restated as follows:
(a) This
statement is filed by Western Investment LLC, a Delaware limited liability
company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited
partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware
limited liability company (“WIAP”), Western Investment Total Return Partners
L.P., a Delaware limited partnership (“WITRP”), Arthur D. Lipson (“Mr. Lipson,”
and together with WILLC, WIHP, WIAP and WITRP, the “Western Entities”),
Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability
company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability
company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability
company (“BPM”), Scott Franzblau (“Mr. Franzblau”), Robert Ferguson (“Mr.
Ferguson,” and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark
Entities”), Matthew S. Crouse (“Mr. Crouse”), William J. Roberts (“Mr.
Roberts”), Gary G. Schlarbaum (“Mr. Schlarbaum”) and Robert A. Wood (“Professor
Wood”). Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.”
WILLC has
sole voting and investment power over WIHP’s, WIAP’s and WITRP’s security
holdings and Mr. Lipson, in his role as the managing member of WILLC, controls
WILLC’s voting and investment decisions. BPM is the managing member
of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as
managing members of BPM, have sole voting and investment control over BPIP’s and
BPP’s security holdings.
Each of
the Reporting Persons is party to that certain Joint Filing and Solicitation
Agreement as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The
principal business address of each of WILLC, WIHP, WIAP, WITRP and Mr. Lipson
and Mr. Crouse is 7050 S. Union Park Center, Suite 590, Midvale, Utah
84047.
The
principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr.
Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
The
principal business address of Mr. Roberts is c/o Beldon Fund, 99 Madison Avenue,
8th Floor, New York, New York 10016.
The
principal business address of Mr. Schlarbaum is 5 Radnor Corporate Center, Suite
520, 100 Matsonford Road, Radnor, Pennsylvania 19087.
The
principal business address of Professor Wood is c/o Fogelman College of Business
& Economics, The University of Memphis, Memphis, Tennessee
38152.
(c) The
principal business of WILLC is acting as the managing member of WIAP and the
general partner of each of WIHP and WITRP. The principal occupation
of Mr. Lipson is acting as managing member of WILLC. The principal
business of each of WIHP, WIAP and WITRP is acquiring, holding and disposing of
investments in various companies. The principal occupation of Mr.
Crouse is serving as portfolio manager at WILLC.
The
principal business of BPIP and BPP is acquiring, holding and disposing of
investments in various companies. The principal business of BPM is
acting as the managing member of BPIP and BPP. The principal
occupation of Mr. Ferguson is acting as a managing member of BPM. The
principal occupation of Mr. Franzblau is acting as a managing member of
BPM.
The
principal occupation of Mr. Roberts is serving as the President and Executive
Director of the Beldon Fund, a non-profit organization.
The
principal occupation of Mr. Schlarbaum is serving as a portfolio manager at
Global Capital Management, a registered investment advisor.
The
principal occupation of Professor Wood is serving as Professor of Finance at the
University of Memphis.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr.
Lipson, Mr. Franzblau, Mr. Ferguson, Mr. Crouse, Mr. Roberts, Mr. Schlarbaum and
Professor Wood are citizens of the United States of America.
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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 as follows:
The
aggregate purchase price of the 379,479 Shares beneficially owned by WILLC is
approximately $4,250,347. The Shares beneficially owned by WILLC
consist of 600 Shares that were acquired with WILLC’s working capital, 158,271
Shares that were acquired with WIHP’s working capital, 158,611 Shares that were
acquired with WIAP’s working capital and 61,997 Shares that were acquired with
WITRP’s working capital.
The
aggregate purchase price of the 135,300 Shares beneficially owned by BPM is
approximately $929,498. The Shares beneficially owned by BPM consist
of 125,200 Shares that were acquired with BPIP’s working capital and 10,100
Shares that were acquired with BPP’s working capital.
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Item
5.
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Interest in Securities
of the Issuer
.
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Item 5 is
hereby amended and restated as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 5,805,236 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2008, as reported in the Issuer’s Certified
Shareholder Report of Registered Investment Companies on Form N-CSR, filed with
the Securities and Exchange Commission on July 7, 2008.
As of the
close of business on January 2, 2009, WIHP, WIAP and WITRP beneficially owned
158,271, 158,611 and 61,997 Shares, respectively, representing approximately
2.7%, 2.7% and 1.1% 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 378,879 Shares owned in the aggregate by
WIHP, WIAP and WITRP, constituting approximately 6.5% of the Shares outstanding,
in addition to the 600 Shares it holds directly. As the managing
member of WILLC, Mr. Lipson may be deemed to beneficially own the 379,479 Shares
beneficially owned by WILLC, constituting approximately 6.5% of the Shares
outstanding. As members of a group for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western
Entities may be deemed to beneficially own the 135,300 Shares owned by the other
Reporting Persons. The Western Entities disclaim beneficial ownership
of such Shares.
As of the
close of business on January 2, 2009, BPIP and BPP beneficially owned 125,200
and 10,100 Shares, respectively, constituting approximately 2.2% and less than
1% respectively, of the Shares outstanding. As the managing member of
each of BPIP and BPP, BPM may be deemed to beneficially own the 135,300 Shares
owned in the aggregate by BPIP and BPP, constituting approximately 2.3% of the
Shares outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 135,300 Shares beneficially owned
by BPM, constituting approximately 2.3% of the Shares outstanding. As
members of a group for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to
beneficially own the 379,479 Shares owned by the other Reporting
Persons. The Benchmark Entities disclaim beneficial ownership of such
Shares.
Mr.
Crouse does not directly own any Shares. As a member of a “group” for
the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Crouse is deemed to beneficially own the 514,779 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Crouse disclaims beneficial ownership of such
Shares.
Mr.
Roberts does not directly own any Shares. As a member of a “group”
for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Roberts is deemed to beneficially own the 514,779 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Roberts disclaims beneficial ownership of such
Shares.
Mr.
Schlarbaum does not directly own any Shares. As a member of a “group”
for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Mr. Schlarbaum is deemed to beneficially own the 514,779 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Mr. Schlarbaum disclaims beneficial ownership of such
Shares.
Professor
Wood does not directly own any Shares. As a member of a “group” for
the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Professor Wood is deemed to beneficially own the 514,779 Shares
beneficially owned in the aggregate by the other Reporting
Persons. Professor Wood disclaims beneficial ownership of such
Shares.
(b) Each
of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over
the Shares reported as beneficially owned by the Western Entities by virtue of
their respective positions as described in Item 2.
Each of
BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by the
Benchmark Entities by virtue of their respective positions as described in Item
2.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the
Reporting Persons since the filing of the Schedule 13D.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
(e) Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
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Item 6 is
hereby amended to add the following:
On
December 29, 2008, WILLC, WIHP, WIAP, WITRP, Mr. Lipson, BPP, BPM, Mr. Ferguson,
Mr. Franzblau, Mr. Crouse, Mr. Roberts, Mr. Schlarbaum and Professor Wood
entered into a Joint Filing and Solicitation Agreement (the “Joint
Filing and Solicitation Agreement”) in which, among other things, (a) the
parties agreed to the joint filing and solicitation on behalf of each of them of
statements on Schedule 13D with respect to the securities of the Issuer to the
extent required under applicable securities laws and (b) the parties agreed to
form the group for the purpose of soliciting proxies or written consents for the
election of the persons nominated by WILLC to the Issuer’s Board at the 2009
Annual Meeting and for the purpose of taking all other actions incidental to the
foregoing. The Joint Filing and Solicitation Agreement is attached as
exhibit 99.1 to the Schedule 13D filed December 29, 2008 and is incorporated
herein by reference.
On
January 5, 2009, WILLC, WIHP, WIAP, WITRP, Mr. Lipson, BPP, BPM, Mr. Ferguson,
Mr. Franzblau, Mr. Crouse, Mr. Roberts, Mr. Schlarbaum, Professor Wood and BPIP,
entered into a Joinder Agreement to the Joint Filing and Solicitation Agreement
(the “Joinder Agreement”) in which BPIP was added as a member of the Group (as
defined in the Joint Filing and Solicitation Agreement). The Joinder
Agreement is attached as exhibit 99.1 hereto and is incorporated herein by
reference.
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Item
7.
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Material to be Filed
as Exhibits
.
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Item 7 is
hereby amended to add the following exhibit:
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99.1
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Joinder
Agreement by and among Western Investment LLC, Arthur D. Lipson, Western
Investment Hedged Partners L.P., Western Investment Activism Partners LLC,
Western Investment Total Return Partners L.P., Benchmark Plus Partners,
L.L.C, Benchmark Plus Management, L.L.C., Scott Franzblau, Robert
Ferguson, Gary G. Schlarbaum, William J. Roberts, Matthew S. Crouse,
Robert A. Wood and Benchmark Plus Institutional Partners, L.L.C., dated
January 5, 2009.
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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.
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Dated:
January 5, 2008
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WESTERN
INVESTMENT LLC
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
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By:
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Western
Investment LLC
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Managing
Member
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A. Wood
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BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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SCHEDULE
A
Transactions in the Shares
Since the Filing of the Schedule 13D
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Date
of
Purchase/Sale
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Shares
of Common Stock
Purchased/(Sold)
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Price
Per
Share
($)
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WESTERN INVESTMENT HEDGED
PARTNERS L.P.
None
WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
None
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
ARTHUR D.
LIPSON
None
BENCHMARK PLUS INSTITUTIONAL
PARTNERS, L.L.C.
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12/30/2008
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6,600
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6.9514
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12/30/2008
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116,000
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6.9803
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12/31/2008
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2,600
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7.0948
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BENCHMARK PLUS PARTNERS,
L.L.C.
None
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None
MATTHEW S.
CROUSE
None
WILLIAM J.
ROBERTS
None
GARY G.
SCHLARBAUM
None
ROBERT A.
WOOD
None