-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KmOQAlgaP8khiNzMb07CX/3cmbMfE5xFWc0r4MHt3zKBcTKHHYcBcZib41OrpjJx HY14HxjJcsj5Qx0XUaey8g== 0001144204-09-060506.txt : 20091118 0001144204-09-060506.hdr.sgml : 20091118 20091117181043 ACCESSION NUMBER: 0001144204-09-060506 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091118 DATE AS OF CHANGE: 20091117 GROUP MEMBERS: CHANNEL PARTNERSHIP II, L.P. GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL COMPANIES INC CENTRAL INDEX KEY: 0001016152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 760433642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48735 FILM NUMBER: 091191644 BUSINESS ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136230790 MAIL ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: CORNELL CORRECTIONS INC DATE OF NAME CHANGE: 19960604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D/A 1 v166680_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 13D/A
Amendment No. 7
 
Under the Securities Exchange Act of 1934

Cornell Companies, Inc.
(Name of Issuer)
 

Common Stock, $0.001 par value
(Title of Class of Securities)
219141108
(CUSIP Number)
 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus

Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2009
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.


 
 
 

SCHEDULE 13D/A
 
CUSIP No. 219141108
Page 2 of 11 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value, L.P.
13-3688497
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 ITEMS 2(d) or 2(E)                                                                                      o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
576,200 (see Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER
576,200 (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
576,200 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                            o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14
TYPE OF REPORTING PERSON*
 
PN


 
 
 

SCHEDULE 13D/A

CUSIP No. 219141108
Page 3 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
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 ITEMS 2(d) or 2(E)                                                                                  o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
797,600 (see Item 5)
8
SHARED VOTING POWER
 
0 (see Item 5)
9
SOLE DISPOSITIVE POWER
797,600 (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,600 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                            o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14
TYPE OF REPORTING PERSON*
 
CO

 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 4 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value L.P. I
13-3953291
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 ITEMS 2(d) or 2(E)                                                                                  o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
624,319  (see Item 5)
8
SHARED VOTING POWER
 
0 (see Item 5)
9
SOLE DISPOSITIVE POWER
624,319  (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,319  (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14
TYPE OF REPORTING PERSON*
 
PN


 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 5 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Channel Partnership II, L.P.
22-3215653
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 ITEMS 2(d) or 2(E)                                                                                   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
30,800 (see Item 5)
8
SHARED VOTING POWER
 
0 (see Item 5)
9
SOLE DISPOSITIVE POWER
30,800 (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,800 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14
TYPE OF REPORTING PERSON*
 
PN


 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 6 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital Management, LLC
13-4018186
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 ITEMS 2(d) or 2(E)                                                                                    o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,200,519  (see Item 5)
8
SHARED VOTING POWER
 
0 (see Item 5)
9
SOLE DISPOSITIVE POWER
1,200,519  (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,519  (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8%
14
TYPE OF REPORTING PERSON*
 
OO


 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 7 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital, Inc.
13-3688495
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
 
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                                                                                   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
797,600 (see Item 5)
8
SHARED VOTING POWER
 
0 (see Item 5)
9
SOLE DISPOSITIVE POWER
797,600 (see Item 5)
10
SHARED DISPOSITIVE POWER
0 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,600 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14
TYPE OF REPORTING PERSON*
 
CO


 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 8 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
 
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                                                                                   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
30,800 (see Item 5)
8
SHARED VOTING POWER
 
1,998,119 (see Item 5)
9
SOLE DISPOSITIVE POWER
30,800 (see Item 5)
10
SHARED DISPOSITIVE POWER
1,998,119 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,119 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14
TYPE OF REPORTING PERSON*
 
IN


 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 9 of 11 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
 
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                                                                                   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 (see Item 5)
8
SHARED VOTING POWER
 
1,998,119 (see Item 5)
9
SOLE DISPOSITIVE POWER
0 (see Item 5)
10
SHARED DISPOSITIVE POWER
1,998,119 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,119 (see Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14
TYPE OF REPORTING PERSON*
 
IN



 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 10 of 11 Pages
 
This Amendment No. 7 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on December 6, 2006 and as further amended by Amendment No.1 filed on January 17, 2007, Amendment No. 2 filed on January 19, 2007, Amendment No.3 filed on March 15, 2007, Amendment No. 4 filed on April 3, 2007, Amendment No. 5 filed on December 16, 2008, and Amendment No. 6 filed on March 11, 2009 (as so amended, the “Schedule 13D”), by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, par value $0.001 (the “Common Shares”), of Cornell Companies, Inc. (the “Issuer”), whose principal executive offices are located at 1700 West Loop South, Suite 1500, Houston, Texas 77027. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
 
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $34,076,203 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Person who directly beneficially owns such securities.
 
Item 5.   Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a), (b) and (c) As of November 13, 2009, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,998,119  shares of Common Stock, constituting approximately 13.4% of the outstanding shares of shares of Common Stock (the percentage of shares owned being based upon 14,928,619 shares of Common Stock outstanding as of November 6, 2009, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2009, filed with the Commission on November 6, 2009). The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Stock
Percentage of Outstanding Common Stock
Wynnefield Partners
576,200
3.9%
Wynnefield Partners I
624,319
4.2%
Wynnefield Offshore
797,600
5.3%
Channel Partnership II
30,800
0.2%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own.  Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own.
 
Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the Common Stock that WCM may be deemed to beneficially own.  WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns.
 
WCI as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the Common Stock that WCI may be deemed to beneficially own.
 
Mr. Obus is the general partner of Channel and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that Channel may be deemed to beneficially own. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the shares of Common Stock beneficially owned by Channel.
 
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) of 1,998,119 shares of Common Stock, constituting approximately 13.4% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 14,928,619 shares of Common Stock outstanding as of November 6, 2009, as set forth in Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2009, filed with the Commission on November 6, 2009).
 
            The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.
 
           The Wynnefield Reporting Persons have sold shares of Common Stock during the last 60 days, as follows;

Name
 
Date
Number of Shares
Price Per Share
Wynnefield Partners
 November 13, 2009
120,000
$22
Wynnefield Partners I
 November 13, 2009
300,000
$22
Wynnefield Offshore
 November 13, 2009
100,000
$22
 
(d) and (e).  Not Applicable.
 
[Signature Page Follows:]

 
 
 
SCHEDULE 13D/A

CUSIP No. 219141108
Page 11 of 11 Pages

 
Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct.

Date: November 17, 2009
 
 
Wynnefield Partners Small Cap Value, L.P.
 
By: Wynnefield Capital Management, LLC, its General Partner
  
       
 
By:
/s/ Nelson Obus  
    Nelson Obus, Co-Managing Member  
       
       
 
 
Wynnefield Partners Small Cap Value, L.P. I
 
By: Wynnefield Capital Management, LLC, its General Partner
  
       
 
By:
/s/ Nelson Obus  
    Nelson Obus, Co-Managing Member  
       
       

 
Wynnefield Partners Small Cap Value Offshore Fund, Ltd.
 
By: Wynnefield Capital, Inc., its Investment Manager
  
       
 
By:
/s/ Nelson Obus  
    Nelson Obus, President  
       
       
 
  Wynnefield Capital Management, LLC  
       
 
By:
/s/ Nelson Obus  
   
Nelson Obus, Co-Managing Member
  
       
       

  Wynnefield Capital, Inc.  
       
 
By:
/s/ Nelson Obus  
   
Nelson Obus, President
  
       
       
 
  Channel Partnership II, L.P.  
       
 
By:
/s/ Nelson Obus  
   
Nelson Obus, General Partner
  
       
       
 
     
       
 
By:
/s/ Nelson Obus  
   
Nelson Obus, Individually
  
       
       
 
     
       
 
By:
/s/ Joshua H. Landes  
   
Joshua H. Landes, Individually
  
       
       

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