The following constitutes Amendment No.
4 (“Amendment No. 4”) to the Schedule 13D filed by the
undersigned. This Amendment No. 4 amends the Schedule 13D as
specifically set forth.
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item 3 is
hereby amended and restated as follows:
The
aggregate purchase price of the 348,922 Shares beneficially owned by WILLC is
approximately $3,564,895. The Shares beneficially owned by WILLC
consist of 316 Shares that were acquired with WILLC’s working capital, 171,685
Shares that were acquired with WIHP’s working capital, 126,015 Shares that were
acquired with WIAP’s working capital and 50,906 Shares that were acquired with
WITRP’s working capital.
The
aggregate purchase price of the 106,955 Shares beneficially owned by BPM is
approximately $734,984. The Shares beneficially owned by BPM consist
of 98,971 Shares that were acquired with BPIP’s working capital and 7,984 Shares
that were acquired with BPP’s working capital.
Item
5.
|
Interest in Securities
of the Issuer
.
|
Item 5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 5,224,713 Shares outstanding, which is the total number of Shares
outstanding as of June 5, 2009, as reported in Exhibit 99.2 to Amendment No. 3
to the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on June 5, 2009.
As of the
close of business on June 9, 2009, WIHP, WIAP and WITRP beneficially owned
171,685, 126,015, and 50,906 Shares, respectively, representing approximately
3.3%, 2.4% and less than 1%, respectively, of the Shares
outstanding. As of the close of business on June 9, 2009, WITRL did
not own any Shares. As the managing member of WIAP and the general
partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the
348,606 Shares owned in the aggregate by WIHP, WIAP and WITRP, constituting
approximately 6.7% of the Shares outstanding, in addition to the 316 Shares it
holds directly. As the managing member of WILLC, Mr. Lipson may be
deemed to beneficially own the 348,922 Shares beneficially owned by WILLC,
constituting approximately 6.7% 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
106,955 Shares owned by the other Reporting Persons. The Western
Entities disclaim beneficial ownership of such Shares.
As of the
close of business on June 9, 2009, BPIP and BPP beneficially owned 98,971 and
7,984 Shares, respectively, constituting approximately 1.9% 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 106,955 Shares
owned in the aggregate by BPIP and BPP, constituting approximately 2.0% of the
Shares outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 106,955 Shares beneficially owned
by BPM, constituting approximately 2.0% 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 348,922 Shares owned by the other Reporting
Persons. The Benchmark Entities disclaim beneficial ownership of such
Shares.
Item 5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the
Reporting Persons since the filing of Amendment No. 3 to the Schedule
13D. All of such transactions were effected in the open market,
unless otherwise noted.
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:
June 11, 2009
|
WESTERN
INVESTMENT LLC
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Investment
Manager
|
|
|
|
|
By:
|
/s/
Arthur
D. Lipson
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
/s/
Arthur
D. Lipson
|
|
ARTHUR
D. LIPSON
|
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Robert
Ferguson
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Scott
Franzblau
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Robert
Ferguson
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Scott
Franzblau
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|
|
|
|
By:
|
/s/
Robert
Ferguson
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
/s/
Scott
Franzblau
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
/s/
Robert
Ferguson
|
|
ROBERT
FERGUSON
|
|
/s/
Scott
Franzblau
|
|
SCOTT
FRANZBLAU
|
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 3 to the Schedule 13D
Date
of
Purchase /
Sale
|
Shares
of Common Stock
Purchased /
(Sold)
|
Price
Per
Share
($)
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
05/19/09
|
29,000
*
|
6.9000
|
05/20/09
|
29,113
*
|
7.0248
|
06/09/09
|
(45,499)
*
*
|
7.7600
|
WESTERN INVESTMENT
LLC
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
06/09/09
|
(33,396)
**
|
7.7600
|
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
06/09/09
|
(13,491)
**
|
7.7600
|
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
05/19/09
|
29,000
*
**
|
6.9000
|
05/20/09
|
29,113
***
|
7.0248
|
ARTHUR D.
LIPSON
None
BENCHMARK PLUS INSTITUTIONAL
PARTNERS, L.L.C.
06/09/09
|
(26,229)
**
|
7.7600
|
BENCHMARK PLUS PARTNERS,
L.L.C.
06/09/09
|
(2,116)
**
|
7.7600
|
*
Shares
were acquired in a transaction with Western Investment Total Return Fund Ltd.,
an affiliate of Western Investment Hedged Partners L.P.
**
Shares
tendered pursuant to the terms of the tender offer made by Neuberger Berman
Dividend Advantage Fund Inc.
***
Shares
were transferred in a transaction with Western Investment Hedged Partners L.P.,
an affiliate of Western Investment Total Return Fund Ltd.
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None