The
following constitutes Amendment No. 5 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
2.
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Identity and
Background
.
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Item 2 is
hereby amended and restated as follows:
(a) This
statement is filed by Western Investment LLC, a Delaware limited liability
company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited
partnership (“WIHP”), Western Investment Institutional Partners LLC, a Delaware
limited liability company (“WIIP”), Western Investment Activism Partners LLC, a
Delaware limited liability company (“WIAP”), Western Investment Total Return
Partners L.P., a Delaware limited partnership (“WITRP”) and Arthur D.
Lipson. Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.”
WILLC has
sole
voting
and investment power over WIHP’s, WIIP’s, WIAP’s and WITRP’s security holdings
and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s
voting and investment decisions.
Each of
the Reporting
Persons
is party to that certain Joint Filing Agreement as further described in Item
6. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
(b) The
principal business address of each of WILLC, WIHP, WIIP, WIAP, WITRP and Mr.
Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah
84047.
(c) The
principal business of WILLC is acting as the managing member of each of WIIP and
WIAP and the general partner of each of WIHP and WITRP. The principal
occupation of Mr. Lipson is acting as managing member of WILLC. The
principal business of each of WIHP, WIIP, WIAP and WITRP is acquiring, holding
and disposing of investments in various companies.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person 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) Mr.
Lipson is a citizen of the United States of America.
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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 2,931,813 Shares beneficially owned by WILLC is
approximately $52,134,201. The Shares beneficially owned by WILLC
consist of 900 Shares that were acquired with WILLC’s working capital, 1,317,200
Shares that were acquired with WIHP’s working capital, 1,000 Shares that were
acquired with WIIP’s working capital, 960,428 Shares that were acquired with
WIAP’s working capital and 652,285 Shares that were acquired with WITRP’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 58,858,135 Shares outstanding, which is the total number of Shares
outstanding as of June 30, 2009, as reported in the Issuer’s Certified
Shareholder Report of Registered Investment Companies on Form N-CSR, filed with
the Securities and Exchange Commission on August 28, 2009.
As of the
close of business on December 3, 2009, WIHP, WIIP, WIAP and WITRP beneficially
owned 1,317,200, 1,000, 960,428 and 652,285 Shares, respectively, representing
approximately 2.2%, less than 1%, 1.6% and 1.1%, respectively, of the Shares
outstanding. As the managing member of each of WIIP and WIAP and the
general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially
own the 2,930,913 Shares owned in the aggregate by WIHP, WIIP, WIAP and WITRP,
constituting approximately 4.98% of the Shares outstanding, in addition to the
900 Shares it holds directly. As the managing member of WILLC, Mr.
Lipson may be deemed to beneficially own the 2,931,813 Shares beneficially owned
by WILLC, constituting approximately 4.98% of the Shares
outstanding.
Item 5
(c) is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
during the
past
sixty days. All of such transactions were effected in the open
market.
Item 5(e)
is hereby amended and restated to read as follows:
(e) As
of December 3, 2009, the Reporting Persons ceased to be the beneficial owners of
more than 5% of the Shares 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:
On
December 4, 2009, WILLC, WIHP, WIIP, WIAP WITRP and Mr. Lipson entered into a
Joint Filing
Agreement
(the
“Joint Filing Agreement”) in which the parties agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. The Joint
Filing Agreement is attached as an exhibit hereto and is incorporated herein by
reference.
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Item
7.
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Material to be Filed
as Exhibits
.
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|
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Item
7 is hereby amended to add the following
exhibit:
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|
99.1
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Joint
Filing Agreement, dated December 4, 2009, by and among Western Investment
LLC, Western Investment Hedged Partners L.P., Western Investment
Institutional Partners LLC, Western Investment Activism Partners LLC,
Western Investment Total Return Partners L.P. and Arthur D.
Lipson.
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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
December 4, 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,
Its
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 INSTITUTIONAL PARTNERS LLC
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By:
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Western
Investment LLC,
Its
Managing Member
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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 ACTIVISM PARTNERS LLC
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By:
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Western
Investment LLC,
Its
Managing Member
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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,
Its
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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SCHEDULE
A
Transactions in the Shares
During the Past Sixty Days
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Shares
of Common Stock
Purchased
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Price
Per
Share($)
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Date
of
Purchase
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WESTERN INVESTMENT HEDGED
PARTNERS L.P.
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9,800
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8.6635
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11/02/09
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8,500
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8.8190
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11/03/09
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1,200
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8.8953
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11/04/09
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2,500
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8.8781
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11/05/09
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700
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9.4025
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11/11/09
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100
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9.3525
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11/24/09
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WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
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(9,200)
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9.5238
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12/01/09
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(20,400)
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9.5594
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12/01/09
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(6,800)
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9.6455
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12/02/09
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3,000
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9.5925
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12/02/09
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(47,800)
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9.6402
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12/02/09
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(3,500)
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9.7949
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12/03/09
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(47,400)
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9.7746
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12/03/09
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WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
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30,100
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8.9081
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10/30/09
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9,800
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8.6635
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11/02/09
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8,500
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8.8190
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11/03/09
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1,300
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8.8953
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11/04/09
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2,500
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8.8781
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11/05/09
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700
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9.4025
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11/11/09
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WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT
INSTITUTIONAL PARTNERS LLC
None
ARTHUR D.
LIPSON
None