1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO,
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
565,766
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
565,766
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,766
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
ARTHUR
D. LIPSON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO,
PF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
565,767
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
565,767
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,767
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
178,687
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
178,687
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,687
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,496
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
24,496
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,496
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
165,909
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
165,909
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,909
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
195,674
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
195,674
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,674
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
44,675
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
44,675
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,675
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS PARTNERS, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
10,300
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
10,300
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,300
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
54,975
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
54,975
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,975
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
ROBERT
FERGUSON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
54,975
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
54,975
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,975
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
SCOTT
FRANZBLAU
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
54,975
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
54,975
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,975
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
MATTHEW
S. CROUSE
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0
-**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
RICHARD
A. RAPPAPORT
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0
-**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
WILLIAM
J. ROBERTS
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0
-**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
GARY
G. SCHLARBAUM
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0
-**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
ROBERT
A. WOOD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0
-**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
WALTER
S. BAER
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
298**
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
298**
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1% **
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1.
|
Security and
Issuer.
|
Item
2.
|
Identity and
Background.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
4.
|
Purpose of
Transaction.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
|
(e)
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
99.1
|
Joint
Filing and Solicitation Agreement by and among Western Investment LLC,
Western Investment Hedged Partners L.P., Western Investment Activism
Partners LLC, Western Investment Total Return Partners L.P., Western
Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus
Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark
Plus Management, L.L.C., Robert Ferguson, Scott Franzblau, Gary G.
Schlarbaum, Richard A. Rappaport, William J. Roberts, Matthew S. Crouse,
Robert A. Wood and Walter S. Baer, dated October 9,
2008.
|
Dated:
October 9, 2008
|
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
|
/s/
Arthur D. Lipson
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
|
/s/
Arthur D. Lipson
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Richard A.
Rappaport
|
/s/
Arthur D. Lipson
|
||
ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
|
/s/
Arthur D. Lipson
|
||
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
|
/s/
Arthur D. Lipson
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A. Wood
|
/s/
Arthur D. Lipson
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Walter S. Baer
|
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
|
Shares
of Common Stock
Purchased
|
Price
Per
Share ($)
|
Date
of
Purchase
|
1,917
|
12.8997
|
08/11/08
|
|
12,000
|
12.9338
|
08/12/08
|
|
7,600
|
13.0002
|
08/13/08
|
|
10,350
|
13.0371
|
08/14/08
|
|
3,971
|
13.0548
|
08/15/08
|
|
3,025
|
13.0930
|
08/18/08
|
|
4,800
|
13.0560
|
08/19/08
|
|
500
|
13.0885
|
08/20/08
|
|
1,200
|
13.0867
|
08/21/08
|
|
800
|
13.0925
|
08/22/08
|
|
1
|
13.1400
|
08/25/08
|
|
20,000
|
13.2198
|
08/25/08
|
|
6,050
|
13.1492
|
08/26/08
|
|
7,850
|
13.1146
|
08/27/08
|
|
100
|
13.0825
|
08/28/08
|
|
8,096
|
13.1306
|
08/28/08
|
|
2,533
|
13.1394
|
09/02/08
|
|
800
|
13.1663
|
09/03/08
|
|
4,100
|
13.1535
|
09/04/08
|
|
100
|
13.1285
|
09/04/08
|
|
3,200
|
13.1678
|
09/08/08
|
|
1,418
|
13.1785
|
09/09/08
|
|
1,700
|
13.1585
|
09/10/08
|
|
2,627
|
13.1551
|
09/11/08
|
|
6,900
|
13.0807
|
09/12/08
|
|
2,200
|
12.5275
|
09/16/08
|
|
1,000
|
12.5325
|
09/17/08
|
|
3,400
|
11.1757
|
09/30/08
|
|
6,132
|
11.4244
|
10/01/08
|
|
100
|
11.3525
|
10/02/08
|
|
2,000
|
11.3703
|
10/02/08
|
|
7,433
|
11.1338
|
10/06/08
|
|
8,600
|
10.9732
|
10/07/08
|
|
7,375
|
10.5720
|
10/08/08
|
3,500
|
13.1393
|
08/25/08
|
|
6,667
|
13.2203
|
08/25/08
|
|
2,016
|
13.1509
|
08/26/08
|
|
700
|
13.1585
|
08/26/08
|
|
2,616
|
13.1159
|
08/27/08
|
|
2,697
|
13.1319
|
08/28/08
|
|
2,100
|
13.1609
|
09/05/08
|
|
4,200
|
13.1527
|
09/10/08
|
6,667
|
13.2203
|
08/25/08
|
|
2,017
|
13.1509
|
08/26/08
|
|
2,617
|
13.1159
|
08/27/08
|
|
2,000
|
13.1233
|
08/27/08
|
|
2,699
|
13.1319
|
08/28/08
|
|
2,533
|
13.1394
|
09/02/08
|
|
5,300
|
13.1879
|
09/09/08
|
|
2,627
|
13.1551
|
09/11/08
|
|
1,800
|
12.9053
|
09/15/08
|
|
1,434
|
11.5888
|
09/25/08
|
|
3,400
|
11.1757
|
09/30/08
|
|
6,131
|
11.4244
|
10/01/08
|
|
2,000
|
11.3703
|
10/02/08
|
|
800 |
11.3963
|
10/03/08
|
|
450 |
11.0958
|
10/06/08
|
|
7,434
|
11.1338
|
10/06/08
|
|
8,600
|
10.9732
|
10/07/08
|
|
7,376
|
10.5720
|
10/08/08
|
500
|
13.0285
|
08/14/08
|
|
6,666
|
13.2203
|
08/25/08
|
|
2,017
|
13.1509
|
08/26/08
|
|
2,617
|
13.1159
|
08/27/08
|
|
2,000
|
13.1233
|
08/27/08
|
|
2,699
|
13.1319
|
08/28/08
|
|
2,534
|
13.1394
|
09/02/08
|
|
2,100
|
13.1609
|
09/05/08
|
|
2,627
|
13.1551
|
09/11/08
|
|
1,700
|
11.8142
|
09/23/08
|
|
3,400
|
11.1757
|
09/30/08
|
|
6,131
|
11.4244
|
10/01/08
|
|
2,000
|
11.3703
|
10/02/08
|
|
450
|
11.0958
|
10/06/08
|
|
7,433
|
11.1338
|
10/06/08
|
|
8,600
|
10.9732
|
10/07/08
|
|
7,376
|
10.5720
|
10/08/08
|
Name and Position
|
Principal Occupation
|
Principal Business
Address
|
Don
M. Seymour
Director
|
Businessperson
dms
Management Ltd.
|
dms
Management Ltd.
PO
Box 31910SMB
George
Town, Grand Cayman
Cayman
Islands
|
David
Bree
Director
|
Businessperson
dms
Management Ltd.
|
dms
Management Ltd.
PO
Box 31910SMB
George
Town, Grand Cayman
Cayman
Islands
|
J.D.
Clark & Co.
Secretary
|
Trust
Company
|
2225
Washington Blvd.
Ogden,
Utah 84401
|