The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended to add the following:
On April 5, 2010, the Issuer, the Trustee, Steel Partners GP, Steel Holdings and Steel Partners II filed a joint motion in the Bankruptcy Court for the District of Connecticut, Bridgeport Division (the “Bankruptcy Court”), seeking approval of a full and final settlement relating to the Senior Notes and other related matters (the “Senior Notes Settlement Order”). On May 7, 2010, the Bankruptcy Court approved the Senior Notes Settlement Order. Pursuant to the terms of the Senior Notes Settlement Order: (a) the Issuer agreed to pay $1,300,000 in full and final resolution of the claims relating to the Senior Notes to be allocated as set forth in the Senior Notes Settlement Order, (b) the Issuer agreed to cause its lawsuit filed in the Court of Common Pleas, Allegheny County, Pennsylvania (which was subsequently removed to the U.S. District Court for the Western District of Pennsylvania) against Steel Partners GP, Steel Holdings, Steel Partners II and the Trustee to be dismissed or discontinued with prejudice and (c) all charges, mortgages and other security interests of the Trustee in or on the assets of the Issuer, including the Pledged Shares, shall automatically terminate. The parties to the Senior Notes Settlement Order also entered into mutual general releases. Accordingly, the Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.
The foregoing description of the Senior Notes Settlement Order is qualified in its entirety by reference to the Senior Notes Settlement Order, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) is hereby amended and restated to read as follows:
(a) As further described in Item 4, the Reporting Persons no longer beneficially own, or may be deemed to beneficially own, the Pledged Shares or any other equity or debt securities of the Issuer.
Item 5(e) is hereby amended and restated to read as follows:
(e) The Reporting Persons have ceased to be beneficial owners of more than 5% of the securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
Reference is made to the Senior Notes Settlement Order, the terms of which are described in Item 4.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibits:
99.1 Order Approving Settlement Under Federal Rule of Bankruptcy Procedure 9019, dated May 7, 2010.
99.2 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: May 12, 2010
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP LLC
General Partner
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By:
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Sanford Antignas
Chief Operating Officer
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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
Chief Operating Officer
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STEEL PARTNERS LLC
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By:
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS II GP LLC
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By:
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Sanford Antignas
Chief Operating Officer
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SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
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