formsc13ga.htm

0001140361-13-003031.txt : 20130124 0001140361-13-003031.hdr.sgml : 20130124 20130124165238 ACCESSION NUMBER: 0001140361-13-003031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130124 DATE AS OF CHANGE: 20130124 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: PMC-BVI INC. GROUP MEMBERS: SC FUNDAMENTAL BVI INC. GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI LTD. GROUP MEMBERS: SC-BVI PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46403 FILM NUMBER: 13546066 BUSINESS ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129833355 MAIL ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: STE 940 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD GAMING CORP DATE OF NAME CHANGE: 19941027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 formsc13ga.htm SC FUNDAMENTAL VALUE FUND, LP SC 13G/A 12-31-2012 formsc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

TRANS WORLD CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share		89336R207
(Title of class of securities)		(CUSIP number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on Following Pages

Page 1

CUSIP No.

89336R207

13G

Page 2

1	NAME OF REPORTING PERSONS:	SC FUNDAMENTAL VALUE FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER:	310,000
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	0
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	310,000
PERSON WITH	8	SHARED DISPOSITIVE POWER:	0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	PN

CUSIP No.

89336R207

13G

Page 3

1	NAME OF REPORTING PERSONS:	SC FUNDAMENTAL LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	New York

NUMBER OF SHARES	5	SOLE VOTING POWER:	0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	310,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	0
PERSON WITH	8	SHARED DISPOSITIVE POWER:	310,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	OO

CUSIP No.

89336R207

13G

Page 4

1	NAME OF REPORTING PERSONS:	SC FUNDAMENTAL VALUE BVI, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	British Virgin Islands

NUMBER OF SHARES	5	SOLE VOTING POWER:
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:
EACH REPORTING	7	SOLE DISPOSITIVE POWER:
PERSON WITH	8	SHARED DISPOSITIVE POWER:

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	0%
12	TYPE OF REPORTING PERSON:	CO

CUSIP No.

89336R207

13G

Page 5

1	NAME OF REPORTING PERSONS:	SC-BVI PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER:
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:
EACH REPORTING	7	SOLE DISPOSITIVE POWER:
PERSON WITH	8	SHARED DISPOSITIVE POWER:

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	0%
12	TYPE OF REPORTING PERSON:	PN

CUSIP No.

89336R207

13G

Page 6

1	NAME OF REPORTING PERSONS:	PMC-BVI, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER:
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:
EACH REPORTING	7	SOLE DISPOSITIVE POWER:
PERSON WITH	8	SHARED DISPOSITIVE POWER:

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	0%
12	TYPE OF REPORTING PERSON:	CO

CUSIP No.

89336R207

13G

Page 7

1	NAME OF REPORTING PERSONS:	SC FUNDAMENTAL BVI, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER:
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:
EACH REPORTING	7	SOLE DISPOSITIVE POWER:
PERSON WITH	8	SHARED DISPOSITIVE POWER:

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	0%
12	TYPE OF REPORTING PERSON:	CO

CUSIP No.

89336R207

13G

Page 8

1	NAME OF REPORTING PERSONS:	PETER M. COLLERY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	United States

NUMBER OF SHARES	5	SOLE VOTING POWER:	0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	310,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	0
PERSON WITH	8	SHARED DISPOSITIVE POWER:	310,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	IN

CUSIP No.

89336R207

13G

Page 9

1	NAME OF REPORTING PERSONS:	NEIL H. KOFFLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	United States

NUMBER OF SHARES	5	SOLE VOTING POWER:	0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	310,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	0
PERSON WITH	8	SHARED DISPOSITIVE POWER:	310,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	IN

CUSIP No.

89336R207

13G

Page 10

1	NAME OF REPORTING PERSONS:	JOHN T. BIRD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	United States

NUMBER OF SHARES	5	SOLE VOTING POWER:	0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	310,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	0
PERSON WITH	8	SHARED DISPOSITIVE POWER:	310,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	IN

CUSIP No.

89336R207

13G

Page 11

1	NAME OF REPORTING PERSONS:	DAVID A. HURWITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:	United States

NUMBER OF SHARES	5	SOLE VOTING POWER:	0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER:	310,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER:	0
PERSON WITH	8	SHARED DISPOSITIVE POWER:	310,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	310,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):	3.5%
12	TYPE OF REPORTING PERSON:	IN

Item 1(a)

Name of Issuer:

Trans World Corporation (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

The address of the principal executive offices of the Issuer is 545 Fifth Avenue, Suite 940, New York, NY 10017.

Item 2(a)

Name of Persons Filing:

(i)

SC Fundamental Value Fund, L.P.

(ii)

SC Fundamental LLC

(iii)

SC Fundamental Value BVI, Ltd.

(iv)

SC-BVI Partners

(v)

PMC-BVI, Inc.

(vi)

SC Fundamental BVI, Inc.

(vii)

Peter M. Collery

(viii)

Neil H. Koffler

(ix)

John T. Bird and

(x)

David A. Hurwitz (collectively, the “Reporting Persons”)

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz is 747 Third Avenue, 27th Floor, New York, New York 10017.

The principal business office of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands. (Overnight Delivery Address: Ground Floor, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman).

Item 2(c)

Citizenship:

Information regarding the citizenship or place of organization of the Reporting Persons is incorporated herein by reference from Row (4) of their respective cover page to this Schedule 13G/A.

Item 2(d)

Title of class of securities:

Common Stock, par value $0.001 per share.

Item 2(e)

CUSIP No.:

89336R207

Page 12

Item 3

If This Statement Is Filed Pursuant To Rule 13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is:

(a)

¨ Broker or dealer registered under Section 15 of the Exchange Act;

(b)

¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

¨ Investment company registered under Section 8 of the Investment Company Act;

(e)

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

¨ An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

¨ A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);

(k)

¨ Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:

Item 4

Ownership

(a) Amount beneficially owned:

The responses of the Reporting Persons to Row (9) of the cover pages of this Schedule 13G/A are incorporated herein by reference.

(b) Percent of class:

The responses of the Reporting Persons to Row (11) of the cover pages of this Schedule 13G/A are incorporated herein by reference. The percentage ownership of each of the Reporting Persons is based on 8,871,635 shares of Common Stock outstanding as of November 7, 2012, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012. As of December 31, 2012, the Reporting Persons beneficially owned in the aggregate 310,000 shares of Common Stock, representing approximately 3.5% of the shares of Common Stock outstanding (based on the number of shares outstanding as of November 7, 2012, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012).

(c) The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Schedule 13G/A are incorporated herein by reference.

Page 13

Item 5

Ownership Of Five Percent Or Less Of A Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the followingx.

Item 6

Ownership Of More Than Five Percent On Behalf Of Another Person

Not applicable.

Item 7

Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company Or Control Person

Not applicable.

Item 8

Identification And Classification Of Members Of The Group

See Exhibit No. 2 hereto.

Item 9

Notice Of Dissolution Of Group

Not applicable.

Item 10

Certification

(a) Not applicable.

(b) Not applicable.

(c) By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[The remainder of this page intentionally left blank.]

Page 14

SIGNATURE

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

Date: January 24, 2013

	SC FUNDAMENTAL VALUE FUND, L.P.

	By:	SC Fundamental LLC, as General Partner

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Member

	SC FUNDAMENTAL LLC

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Member

	SC FUNDAMENTAL VALUE BVI, LTD.

	By:	SC Fundamental BVI, Inc., as managing general partner of investment manager

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	SC-BVI PARTNERS

	By:	SC Fundamental BVI, Inc., as managing general partner

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	PMC-BVI, INC.

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Secretary

Page 15

	SC FUNDAMENTAL BVI, INC.

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for
	Peter M. Collery (1)

	/s/ Neil H. Koffler
	Neil H. Koffler

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)

(1)	Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached hereto as Exhibit 3.

(2)	Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

(3)

Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

Page 16

EXHIBIT INDEX

Exhibit No.	Document

1	Joint Filing Agreement, dated January 24, 2013, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz, to file this Amendment No. 6 to the joint statement on Schedule 13G.

2	Identity of Members of Group.

3	Power of Attorney, dated as of January 24, 2013, appointing Neil H. Koffler as attorney-in-fact for Peter M. Collery.

Page 17

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Amendment No. 6 to the statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Trans World Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, hereby execute this Agreement this 24th day of January, 2013.

	SC FUNDAMENTAL VALUE FUND, L.P.

	By:	SC Fundamental LLC, as General Partner

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Member

	SC FUNDAMENTAL LLC

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Member

	SC FUNDAMENTAL VALUE BVI, LTD.

	By:	SC Fundamental BVI, Inc., as managing general partner of investment manager

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	SC-BVI PARTNERS

	By:	SC Fundamental BVI, Inc., as managing general partner

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	PMC-BVI, INC.

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Secretary

	SC FUNDAMENTAL BVI, INC.

	By:	/s/ Neil H. Koffler
		Neil H. Koffler, Vice President

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for Peter M. Collery (1)

	/s/ Neil H. Koffler
	Neil H. Koffler

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)

(1)	Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached hereto as Exhibit 3.

(2)	Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

(3)

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

Exhibit 2

IDENTITY OF MEMBERS OF GROUP

SC Fundamental Value Fund, L.P.

SC Fundamental LLC

SC Fundamental Value BVI, Ltd.

SC-BVI Partners

PMC-BVI, Inc.

SC Fundamental BVI, Inc.

Peter M. Collery

Neil H. Koffler

John T. Bird

David A. Hurwitz

EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

Exhibit 3

POWER OF ATTORNEY

The undersigned, Peter M. Collery (hereinafter referred to as “Collery”) does hereby make, constitute and appoint the person listed below as Collery’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act in the name and on behalf of Collery for and with respect to the matters hereinafter described.

Name of Attorney:

Neil H. Koffler

Attorney shall have the power and authority to do the following:

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of Collery with regard to any securities owned by Collery or any of Collery’s affiliates.

And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for Collery in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon Collery without attestation. The Power of Attorney conferred hereby shall not be delegable by Attorney.

Unless revoked by Collery, this Power of Attorney shall be governed under the laws of the State of New York and the authority of Attorney hereunder shall terminate on December 1, 2015.

IN WITNESS WHEREOF, Collery has caused this Power of Attorney to be executed and attested as of the 24th day of January, 2013.

/s/ Peter M. Collery
Peter M. Collery

Attest:

/s/ Brendan Tyne

Name:

Brendan Tyne