The
following constitutes Amendment No. 7 to the Schedule 13D filed by the
undersigned (“Amendment No. 7”). The primary purpose of amending the
Schedule 13D is to reflect certain distributions to indirect investors of Steel
Partners II, L.P. and related distributions by certain of the other Reporting
Persons and their affiliates, to remove Steel Partners II Master Fund L.P. as a
Reporting Person and to add Steel Partners II GP LLC as a Reporting
Person. Shares held by Steel Partners II (Offshore) Ltd. (“Steel
Offshore”), an entity related to the Reporting Persons, as a result of the
distributions are not reported herein as beneficially owned by the Reporting
Persons as such Shares are anticipated to be distributed to investors of this
entity. In furtherance of the foregoing, Items 2, 3 and 5 of the
Schedule 13D are hereby amended and restated as set forth herein.
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 Holdings L.P. (formerly known as
WebFinancial L.P.), a Delaware limited partnership (“Steel Holdings”), Steel
Partners LLC, a Delaware limited liability company (“Partners LLC”), Steel
Partners II GP LLC, a Delaware limited liability company (“Steel Partners GP”),
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
Holdings is the sole limited partner of Steel Partners II. Partners
LLC is the manager of Steel Partners II and Steel Holdings. Steel
Partners GP is the general partner of Steel Partners II and Steel
Holdings. Warren G. Lichtenstein is the manager of Partners LLC and
the managing member of Steel Partners GP. Jack L. Howard is the
President of Partners LLC. 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 Holdings,
Partners LLC, Steel Partners GP 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 (i) the executive
officers of Partners LLC, (ii) the executive officers of Steel Partners GP, and
(iii) the individuals anticipated to serve as directors of the future successor
general partner of Steel Holdings who are currently serving the function of
directors of Steel Holdings.
(b) The
principal business address of each of Steel Partners II, Steel Holdings,
Partners LLC, Steel Partners GP, 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.
(c) Steel
Holdings is a global diversified holding company that engages or has interests
in a variety of operating businesses through its subsidiary
companies. It may seek to obtain majority or primary control, board
representation or other significant influence over the portfolio companies in
which it holds an interest. The principal business of Steel Partners
II is holding securities for the account of Steel Holdings. The
principal business of Partners LLC is serving as the manager of Steel Partners
II and Steel Holdings. The principal business of Steel Partners GP is
serving as the general partner of Steel Partners II and Steel
Holdings. The principal occupation of Warren G. Lichtenstein is
serving as the manager of Partners LLC and as the managing member of Steel
Partners GP. The principal occupation of Jack L. Howard is serving as
the 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.
Item
3.
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Source and Amount of
Funds or Other
Consideration.
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The
aggregate purchase price of the
3,995,974
Shares owned by Steel
Partners II is approximately $67,736,519, 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.
Item
5.
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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 12,178,565 Shares outstanding, which is the total number of Shares
outstanding as of June 10, 2009 as reported in Amendment No. 1 to the Issuer’s
registration statement on Form S-3 filed with the Securities and Exchange
Commission on June 12, 2009.
As of the
close of business on July 16, 2009, Steel Partners II owned directly
3,995,974
Shares, constituting
approximately 32.8% of the Shares outstanding. By virtue of their
relationships with Steel Partners II discussed in further detail in Item 2, each
of Steel Holdings, Partners LLC, Steel Partners GP and Warren G. Lichtenstein
may be deemed to beneficially own the Shares owned by Steel Partners
II.
As of the
close of business on July 16, 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 a member 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 (the “Exchange Act”), may be deemed to beneficially own the Shares owned
by the other Reporting Persons.
(b) Each
of the Reporting Persons (other than EMH and Messrs. Kassan, Howard, McNamara
and Quicke) may be deemed to have shared power to vote and dispose of the Shares
reported in this Schedule 13D owned directly by Steel Partners
II. Jack L. Howard and EMH have the sole power to vote and dispose of
the Shares reported in this Schedule 13D owned directly by EMH.
(c) There
have been no transactions in the securities of the Issuer during the past 60
days by the Reporting Persons other than the distribution to the indirect
investors of Steel Partners II of an aggregate of 5,137,915 Shares on July 15,
2009.
(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 the Exchange Act, the beneficial owners
of any securities covered by this Schedule 13D. The Reporting Persons
disclaim beneficial ownership of 1,474,139 Shares held by Steel
Offshore.
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:
July 17, 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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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS HOLDINGS 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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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
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STEEL
PARTNERS II GP LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
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/s/
John H. McNamara, Jr.
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By:
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Jack
L. Howard
Managing
Member
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SCHEDULE
A
Executive
Officers of Steel Partners
LLC
Name and Position
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Present Principal Occupation
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Business Address
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Warren
G. Lichtenstein,
Chairman and Chief Executive Officer
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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
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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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Executive
Officers of Steel Partners
II GP LLC
Name and Position
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Present Principal Occupation
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Business Address
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Warren
G. Lichtenstein,
Chairman and Chief Executive Officer
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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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Individuals Serving the
Function of Directors of Steel Partners Holdings L.P.
Name
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Present Principal Occupation
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Business Address
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Anthony
Bergamo
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Vice
Chairman of MB Real Estate,
a
property management company
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c/o
MB Real Estate
335
Madison Avenue, 14
th
Floor
New
York, NY 10017
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John
P. McNiff
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Partner
of Mera Capital Management LP,
a
private investment partnership
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c/o
Mera Capital Management LP
161
Washington Street, Suite 1560
Conshohocken,
PA 19428
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Joseph
L. Mullen
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Managing
Partner of Li Moran International, Inc.,
a
management consulting company
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c/o
Li Moran International
611
Broadway, Suite 722
New
York, NY 10012
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General
Richard I. Neal
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President
of Audio MPEG, Inc.,
a
licensor of intellectual property
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c/o
Audio MPEG, Inc.
66
Canal Center Plaza, Suite 750
Alexandria,
VA 22314
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Allan
R. Tessler
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Chairman
and Chief Executive Officer
of
International Financial Group, Inc.,
an
international merchant banking firm
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c/o
International Financial Group, Inc.
2500
North Moose Wilson Road
Wilson,
WY 83014
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Warren
G. Lichtenstein
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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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Sanford
Antignas
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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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