(d)
Neither the Reporting Persons nor any person listed in Schedule
A annexed hereto
has, during the last five years, been convicted in a criminal
proceeding
(excluding traffic violations or similar misdemeanors).
(e)
Neither the Reporting Persons nor any person listed in Schedule
A annexed hereto
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)
Warren G. Lichtenstein is a citizen of the United States of
America.
Item
3.
|
Source
and Amount of
Funds or Other Consideration
.
|
The
aggregate purchase price of the 779,420 Shares owned directly
by WebFinancial is
$7,794. These Shares were issued to WebFinancial upon exercise of
warrants previously issued to WebFinancial in connection with
certain loan
arrangements with the Issuer. These Shares were acquired by
WebFinancial with its working capital. The aggregate purchase price
of the 4,697,950 Pledged Shares (as defined in Item 4 of the
initial Schedule
13D) that WebFinancial could be deemed to indirectly beneficially
own is not
known by WebFinancial.
Item
5.
|
Interest
in Securities
of the Issuer
.
|
(a)
The aggregate percentage of Shares reported owned by each person
named herein is
based upon 17,419,019 Shares outstanding, which is the total
number of Shares
outstanding as reported in the Issuer's Quarterly Report on Form
10-Q for the
quarter ended September 30, 2007, as filed with the Securities
and Exchange
Commission on November 14, 2007.
As
of the
close of business on December 28, 2007, WebFinancial beneficially
owned directly
779,420 Shares and could be deemed to indirectly beneficially
own up to an
additional 4,697,950 Pledged Shares, constituting approximately 31.4%
of the Shares outstanding. WebFinancial could be deemed to indirectly
beneficially own the Pledged Shares for the reasons discussed in
further detail in Item 4 of the initial Schedule 13D. Upon any
disposition of the Pledged Shares, each of the holders of the
Senior Notes (as
defined in Item 4 of the initial Schedule 13D), including WebFinancial,
would be
entitled to receive its pro-rata portion of the proceeds of such
disposition. By virtue of their relationships with WebFinancial
discussed in Item 2, each of Steel Partners II, Steel GP LLC,
Steel Master,
Partners LLC and Warren Lichtenstein may be deemed to beneficially
own the
5,477,370 Shares that may be deemed to be beneficially owned
by
WebFinancial.
The
filing of this Schedule 13D and any future amendments by the
Reporting
Persons, and the inclusion of information herein and therein, shall
not be considered an admission that any of such persons, for
the purpose of
Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), or otherwise, are the beneficial owners of any Shares in which
such
persons do not have a pecuniary interest.
(b)
By virtue of their relationships with WebFinancial discussed
in Item 2, Steel
Partners II, Steel GP LLC, Steel Master, Partners LLC and Warren
Lichtenstein
may each have the sole power to vote and dispose of the Shares
that may be
deemed to be beneficially owned by WebFinancial.
(c)
There were no transactions in the securities of the Issuer by
the Reporting
Persons or any person named in Schedule A annexed hereto during
the past sixty
days.