The
following constitutes Amendment No. 6 to the Schedule 13D filed by the
undersigned (“Amendment No. 6”). This Amendment No. 6 shall be deemed
to amend and restate in their entirety Items 2, 3 and 5, add to Item 6 the
existence of a new joint filing agreement among the Reporting Persons and add
additional exhibits to Item 7 of the Schedule 13D. The primary
purpose of amending the Schedule 13D is to add WebFinancial L.P. as a Reporting
Person as a result of the acquisition by WebFinancial L.P. of all the limited
partnership interests of Steel Partners II, L.P. effective on January 1,
2009.
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Item
2.
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Identity and
Background
.
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(a) This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners II Master Fund L.P., a Cayman Islands
exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware
limited liability company (“Partners LLC”), WebFinancial L.P., a Delaware
limited partnership (“Web L.P.”), EMH Howard, LLC, a New York limited liability
company (“EMH”), Warren G. Lichtenstein, Jack L. Howard, Glen M. Kassan, John H.
McNamara, Jr. and John J. Quicke. Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting
Persons.”
Steel
Master is the owner of approximately
99%
of
the limited partnership interests in Web L.P. Web L.P. is the sole
limited partner of Steel Partners II. Partners LLC is the manager of
Web L.P., Steel Partners II and Steel Master. The general partner of
Steel Partners II has delegated to Partners LLC the exclusive power to vote and
dispose of the securities held by Steel Partners II. Warren G.
Lichtenstein is the manager of Partners LLC. Jack L. Howard is
President of Partners LLC, a global management firm. EMH is an
affiliate of Mr. Howard. Glen M. Kassan is a Managing Director and
operating partner of Partners LLC. John H. McNamara, Jr. is a
Managing Director and investment professional of Partners LLC. John
J. Quicke is a Managing Director and operating partner of Partners
LLC. Messrs. Lichtenstein, Howard, Kassan, McNamara and Quicke are
also directors of the Issuer. By virtue of these relationships, each
of Steel Master, Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to
beneficially own the Shares owned by Steel Partners II. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth
on Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of the executive
officers of Partners LLC, as of the date hereof.
(b) The
principal business address of each of Steel Partners II, Partners LLC, Web L.P.,
EMH, Warren G. Lichtenstein, Jack L. Howard, Glen M. Kassan, John H. McNamara,
Jr. and John J. Quicke is 590 Madison Avenue, 32nd Floor, New York, New York
10022. The principal business address of Steel Master is c/o Morgan
Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
(c) The
principal business of Steel Partners II, Steel Master, Web L.P. and Warren G.
Lichtenstein is engaging in a variety of operating businesses. The
principal business of Partners LLC is serving as the manager of Web L.P., Steel
Partners II and Steel Master. The principal occupation of Jack L.
Howard is serving as President of Partners LLC and serving as a principal of
Mutual Securities, Inc., a registered broker dealer. EMH is a
family-owned holding company whose principal business is investing in
securities. The principal occupation of Glen M. Kassan is serving as
a Managing Director and operating partner of Partners LLC. The
principal occupation of John H. McNamara, Jr. is serving as a Managing Director
and investment professional of Partners LLC. The principal occupation
of John J. Quicke is serving as a Managing Director and operating partner of
Partners LLC.
(d) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on 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, Jack L. Howard, Glen M. Kassan, John H. McNamara, Jr., John J.
Quicke and the persons listed on Schedule A 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
.
|
The
aggregate purchase price of the 9,133,889 Shares owned by Steel Partners II is
approximately $169,285,299, including brokerage commissions. The
Shares owned by Steel Partners II were acquired with partnership
funds.
The
aggregate purchase price of the 7,642 Shares owned by EMH is approximately
$108,615, including brokerage commissions. The Shares owned by EMH
were acquired with the working capital of EMH.
Steel
Partners II effects purchases of securities primarily through margin accounts
maintained for it with prime brokers, which may extend margin credit to it as
and when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and the prime
brokers’ credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the accounts.
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Item
5.
|
Interest in Securities
of the Issuer
.
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(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 12,178,519 Shares outstanding, which is the number of Shares
outstanding as of October 24, 2008 as reported in the Issuer’s current report on
Form 8-K, filed with the Securities and Exchange Commission on November 25,
2008.
As of the
close of business on January 2, 2009, Steel Partners II beneficially owned
9,133,889 Shares, constituting 75.0% of the Shares outstanding. By
virtue of their relationships with Steel Partners II discussed in further detail
in Item 2, each of Steel Master, Partners LLC, Web L.P. and Warren G.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II.
As of the
close of business on January 2, 2009, EMH beneficially owned 7,642 Shares,
constituting less than 1% of the Shares outstanding. By virtue of his
relationship with EMH discussed in further detail in Item 2, Jack L. Howard may
be deemed to beneficially own the Shares owned by EMH.
Each of
the Reporting Persons, as members of a “group” with the other Reporting Persons
for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, may be deemed to beneficially own the Shares reported
herein.
(b) Each
of the Reporting Persons may be deemed to have the sole power to vote and
dispose of the Shares reported in this Schedule 13D.
(c) There
have been no transactions in securities of the Issuer during the past 60 days by
the Reporting Persons.
(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.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the
beneficial owners of any securities covered by this Schedule 13D.
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Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Pursuant
to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments thereto.
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Item
7.
|
Material to be Filed
as Exhibits
.
|
|
|
99.1
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Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners II
Master Fund L.P., Steel Partners LLC, WebFinancial L.P., EMH Howard, LLC,
Warren G. Lichtenstein, Jack L. Howard, Glen M. Kassan, John H. McNamara,
Jr. and John J. Quicke, dated January 5,
2009.
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|
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99.2
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2009
Powers of Attorney.
|
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, 2009
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
|
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By:
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/s/
Sanford Antignas
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
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STEEL
PARTNERS II MASTER FUND L.P.
|
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By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
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By:
|
/s/
Sanford Antignas
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
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STEEL
PARTNERS LLC
|
|
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By:
|
/s/
Sanford Antignas
|
|
|
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
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WEBFINANCIAL
L.P.
|
|
|
|
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By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
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By:
|
/s/
Sanford Antignas
|
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|
|
/s/
Sanford Antignas
|
|
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SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
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/s/
Glen
M. Kassan
|
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GLEN
M. KASSAN
|
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/s/
Jack
L. Howard
|
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JACK
L. HOWARD
|
|
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/s/
John
J. Quicke
|
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JOHN
J. QUICKE
|
|
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/s/
John
H. McNamara, Jr.
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JOHN
H. MCNAMARA, JR.
|
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By:
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/s/
Jack L. Howard
|
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Jack
L. Howard
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SCHEDULE
A
Executive
Officers of Steel Partners
LLC
|
Name and Position
|
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Present Principal
Occupation
|
|
Business Address
|
|
|
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Warren
G. Lichtenstein, Chairman and Chief Executive Officer
|
|
Chairman
and Chief Executive Officer of Steel Partners LLC, a global management
firm
|
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Jack
L. Howard, President
|
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President
of Steel Partners LLC, a global management firm, and a principal of Mutual
Securities, Inc., a registered broker dealer
|
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
|
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Sanford
Antignas, Managing Director, Chief Operating Officer and
Secretary
|
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Managing
Director, Chief Operating Officer and Secretary of Steel Partners LLC, a
global management firm
|
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Michael
Falk,
Vice
President, Chief Financial Officer, Treasurer and Assistant
Secretary
|
|
Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Steel Partners LLC, a global management firm
|
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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