The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth.
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Item
2.
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Identity and
Background
.
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Item 2(b)
is hereby amended and restated to read as follows:
(b) The
principal business address of each of WILLC, WIHP, WITRP and Mr. Lipson is 7050
S. Union Park Center, Suite 590, Midvale, Utah 84047. The principal
business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20
Genesis Close, Grand Cayman KY1-1208, Cayman Islands. The officers
and directors of WITRL and their principal occupations and business addresses
are set forth on Schedule B and incorporated by reference in this Item
2.
The
principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr.
Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
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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
aggregate purchase price of the 749,813 Shares beneficially owned by WILLC is
approximately $8,709,694. The Shares beneficially owned by WILLC consist of 400
Shares that were acquired with WILLC’s working capital, 259,687 Shares that were
acquired with WIHP’s working capital, 185,229 Shares that were acquired with
WITRP’s working capital and 304,497 Shares that were acquired with WITRL’s
working capital.
The
aggregate purchase price of the Share directly owned by Mr. Lipson is
approximately $15.00.
The
aggregate purchase price of the 136,022 Shares beneficially owned by BPM is
approximately $1,557,717. The Shares beneficially owned by BPM
consist of 70,009 Shares that were acquired with BPIP’s working capital and
66,013 Shares that were acquired with BPP’s working capital.
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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) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 16,325,802 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2009, as reported in the Issuer’s Certified
Shareholder Report of Registered Management Investment Companies on Form N-CSR,
filed with the Securities and Exchange Commission on July 8, 2009.
As of the
close of business on July 28, 2009, WIHP, WITRP and WITRL beneficially owned
259,687, 185,229 and 304,497 Shares, respectively, representing approximately
1.6%, 1.1% and 1.9%, respectively, of the Shares outstanding. As the
investment manager of WITRL and the general partner of each of WIHP and WITRP,
WILLC may be deemed to beneficially own the 749,413 Shares owned in the
aggregate by WIHP, WITRP and WITRL, constituting approximately 4.6% of the
Shares outstanding, in addition to the 400 Shares it holds
directly. As the managing member of WILLC, Mr. Lipson may be deemed
to beneficially own the 749,813 Shares beneficially owned by WILLC, constituting
approximately 4.6% of the Shares outstanding, in addition to the Share he holds
directly. 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 136,022 Shares owned by the other Reporting
Persons. The Western Entities disclaim beneficial ownership of such
Shares.
As of the
close of business on July 28, 2009, BPIP and BPP beneficially owned 70,009 and
66,013 Shares, respectively, constituting less than 1% 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 136,022 Shares
owned in the aggregate by BPIP and BPP, constituting less than 1% of the Shares
outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 136,022 Shares beneficially owned
by BPM, constituting less than 1% 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 749,814 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 since the
filing of the Schedule 13D. All of such transactions were effected in
the open market.
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:
July 29, 2009
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WESTERN
INVESTMENT LLC
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western
Investment LLC
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Investment
Manager
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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SCHEDULE
A
Transactions in the Shares
Since the Filing of the Schedule 13D
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Date
of
Purchase
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Shares
of Common Stock
Purchased
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Price
Per
Share
($)
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WESTERN INVESTMENT HEDGED
PARTNERS L.P.
WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
None
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
None
ARTHUR D.
LIPSON
None
BENCHMARK PLUS INSTITUTIONAL
PARTNERS, L.L.C.
None
BENCHMARK PLUS PARTNERS,
L.L.C.
None
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None
