Item 2.
Identity and Background
.
Item 2 is hereby amended by deleting it in its entirety and replacing it with the following:
(a) This Schedule 13D is being jointly filed by (i) Carl Marks Management Company, LLC (“CMMC”), a Delaware limited liability company, registered investment adviser and the investment adviser to (1) Carl Marks Strategic Investments, L.P. (“CMSI”), a Delaware limited partnership and private investment partnership that is the owner of the shares of the Common Stock of the Issuer being reported on this Schedule, and (2) Carl Marks Strategic Opportunities Fund, L.P. (“CMSO”), a Delaware limited partnership and private investment partnership that holds a participation interest in certain shares of the Common Stock of the Issuer being reported on this Schedule, and (ii) the three individual managing members of CMMC, Messrs. Andrew M. Boas, Robert C. Ruocco and James Forbes Wilson. CMSI GP, LLC (“CMSI GP”), a Delaware limited liability company, is the general partner of CMSI. Carl Marks GP, LLC (“CMSO GP”), a Delaware limited liability company, is the general partner of CMSO. Messrs. Boas, Ruocco and Wilson also serve as the managing members of CMSI GP and CMSO GP.
(b) The address of the principal office of CMMC and the business address of each of Messrs. Boas, Ruocco and Wilson is 900 Third Avenue, 33
rd
Floor, New York, New York 10022.
(c) The principal business of CMMC is investment management, including the management of CMSI and CMSO. The principal business of each of Messrs. Boas, Ruocco and Wilson is acting as managing member of CMMC. Mr. Wilson is also a director of the Issuer.
(d) During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the reporting persons has been a 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) Messrs. Boas, Ruocco and Wilson are each citizens of the United States.
Item 5.
Interest in Securities of the Issuer
.
Item 5(a)-(b) is hereby amended by deleting it in its entirety and replacing it with the following:
(a) - (b) Based upon information obtained from the Issuer, there were issued and outstanding 14,969,895
shares of Common Stock as of June 3, 2010. As of June 3, 2010, CMSI holds 1,381,956 shares of Common Stock, 947,284 shares of which were participated to CMSO pursuant to the Participation Agreement. Thus, for the purposes of Reg. Section 240.13d-3, CMMC, in its capacity as the investment adviser to CMSI and CMSO, may be deemed to be the beneficial owner of the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest, constituting, in the aggregate, approximately 9.2% of the shares of Common Stock deemed issued and outstanding as of June 3, 2010. CMMC may be deemed to have sole voting and dispositive power over the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest.
CMSI GP, as the general partner of CMSI, may be deemed to be the beneficial owners of the 1,381,956 shares of Common Stock held, in the aggregate, by CMSI, including those shares in which CMSO holds a participation interest. CMSO GP, as the general partner of CMSO, may be deemed to be the beneficial owners of the 947,284 shares of Common Stock in which CMSO holds a participation interest.
In his capacity as a managing member of CMMC, Mr. Boas may be deemed to be the beneficial owner of the 1,381,956 shares of Common Stock held, in the aggregate, by CMSI, including those shares in which CMSO holds a participation interest, constituting approximately 9.2% of the shares of Common Stock deemed issued and outstanding as of June 3, 2010. Mr. Boas may be deemed to have shared voting and dispositive power over the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest.
In his capacity as a managing member of CMMC, Mr. Ruocco may be deemed to be the beneficial owner of the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest, constituting approximately 9.2% of the shares of Common Stock deemed issued and outstanding as of June 3, 2010. Mr. Ruocco may be deemed to have shared voting and dispositive power over the 1,381,956 shares of Common Stock held, in the aggregate, by CMSI, including those shares in which CMSO holds a participation interest.
In his capacity as a managing member of CMMC, Mr. Wilson may be deemed to be the beneficial owner of the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest, constituting approximately 9.2% of the shares of Common Stock deemed issued and outstanding as of June 3, 2010. Mr. Wilson may be deemed to have shared voting and dispositive power over the 1,381,956 shares of Common Stock held in the aggregate by CMSI, including those shares in which CMSO holds a participation interest.
Item 7.
Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following exhibit:
7. Joint Filing Agreement, attached hereto as Exhibit 7.