0000858049-14-000009.txt : 20140331 0000858049-14-000009.hdr.sgml : 20140331 20140331142832 ACCESSION NUMBER: 0000858049-14-000009 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140331 DATE AS OF CHANGE: 20140331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Georgetown Bancorp, Inc. CENTRAL INDEX KEY: 0001542299 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86918 FILM NUMBER: 14729377 BUSINESS ADDRESS: STREET 1: 2 EAST MAIN STREET CITY: GEORGETOWN STATE: MA ZIP: 01833 BUSINESS PHONE: 978-352-8600 MAIL ADDRESS: STREET 1: 2 EAST MAIN STREET CITY: GEORGETOWN STATE: MA ZIP: 01833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P OPPENHEIMER INVESTMENT PARTNERSHIP L P CENTRAL INDEX KEY: 0000858049 IRS NUMBER: 133450444 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 119 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124897527 MAIL ADDRESS: STREET 1: 119 WEST 57TH STREET STREET 2: SUITE 1515 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 gtwn_13ga.htm SC 13G gtwn_13ga.htm

UNITED STATES
SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Georgetown Bancorp, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

372591107

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

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

[  ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[  ] 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.







CUSIP No. 372591107

1 NAMES OF REPORTING PERSONS:
  • P. Oppenheimer Investment Partnership L.P.
  • Oppenheimer-Spence Financial Services Partnership L.P.
  • Oppenheimer-Close International, Ltd.
  • Oppvest, LLC
  • Oppenheimer & Close, LLC
  • Philip V. Oppenheimer
  • Carl K. Oppenheimer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  • (a) [  ]
  • (b) [  ]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
  • P. Oppenheimer Investment Partnership L.P. - Delaware
  • Oppenheimer-Spence Financial Services Partnership L.P. - Delaware
  • Oppenheimer-Close International, Ltd. - Bermuda
  • Oppvest, LLC - Delaware
  • Oppenheimer & Close, LLC - Delaware
  • Philip V. Oppenheimer - U.S. Citizen
  • Carl K. Oppenheimer - U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
6 SHARED VOTING POWER

0
7 SOLE DISPOSITIVE POWER
  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
8 SHARED DISPOSITIVE POWER

0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

[  ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
  • P. Oppenheimer Investment Partnership L.P. - 1.8%
  • Oppenheimer-Spence Financial Services Partnership L.P. - 1.8%
  • Oppenheimer-Close International, Ltd. - 0.2%
  • Oppvest, LLC* - 3.7%
  • Oppenheimer & Close, LLC* - 0.2%
  • Philip V. Oppenheimer* - 3.9%
  • Carl K. Oppenheimer* - 3.9%

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 3.7% of the Issuer’s Common Stock which include the 1.8% owned by P. Oppenheimer and the 1.8% owned by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 0.2% of the Issuer’s Common Stock owned by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 3.9% of the Issuer’s Common Stock, which include the 1.8% owned by P. Oppenheimer, the 1.8% owned by Oppenheimer-Spence and the 0.2% owned by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule13G.
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  • P. Oppenheimer Investment Partnership L.P. - PN
  • Oppenheimer-Spence Financial Services Partnership L.P. - PN
  • Oppenheimer-Close International, Ltd. - FI
  • Oppvest, LLC - OO (Limited Liability Company)
  • Oppenheimer & Close, LLC - OO (Limited Liability Company)
  • Philip V. Oppenheimer - IN
  • Carl K. Oppenheimer - IN

SCHEDULE 13G

Item 1(a)
Name of Issuer.
Georgetown Bancorp, Inc.
Item 1(b)
Address of Issuer’s Principal Executive Offices.
2 East Main Street
Georgetown, MA 01833
Item 2(a)
Name of Person Filing.
  • P. Oppenheimer Investment Partnership L.P.
  • Oppenheimer-Spence Financial Services Partnership L.P.
  • Oppenheimer-Close International, Ltd.
  • Oppvest, LLC
  • Oppenheimer & Close, LLC
  • Philip V. Oppenheimer
  • Carl K. Oppenheimer
Item 2(b)
Address of Principal Business Office or, if none, Residence.

119 West 57th Street, Suite 1515
New York, NY 10019
Item 2(c)
Citizenship.
  • P. Oppenheimer Investment Partnership L.P., Oppenheimer-Spence Financial Services Partnership L.P., Oppvest, LLC and Oppenheimer & Close, LLC are all organized under Delaware law.
  • Oppenheimer-Close International, Ltd. is organized under Bermuda law.
  • Mr. Philip V. Oppenheimer and Mr. Carl K. Oppenheimer are both U.S. citizens.
Item 2(d)
Title of Class of Securities.

Common Stock, Par Value $0.01 Per Share
Item 2(e)
CUSIP Number.

372591107
Item 3
This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
Item 4
(a)
Ownership.
  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(b)
Percent of Class:
  • P. Oppenheimer Investment Partnership L.P. - 1.8%
  • Oppenheimer-Spence Financial Services Partnership L.P. - 1.8%
  • Oppenheimer-Close International, Ltd. - 0.2%
  • Oppvest, LLC* - 3.7%
  • Oppenheimer & Close, LLC* - 0.2%
  • Philip V. Oppenheimer* - 3.9%
  • Carl K. Oppenheimer* - 3.9%

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 3.7% of the Issuer’s Common Stock which include the 1.8% owned by P. Oppenheimer and the 1.8% owned by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 0.2% of the Issuer’s Common Stock owned by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 3.9% of the Issuer’s Common Stock, which include the 1.8% owned by P. Oppenheimer, the 1.8% owned by Oppenheimer-Spence and the 0.2% owned by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule13G.

(c)
Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote:

  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of:

  • P. Oppenheimer Investment Partnership L.P. - 33,702
  • Oppenheimer-Spence Financial Services Partnership L.P. - 33,427
  • Oppenheimer-Close International, Ltd. - 4,186
  • Oppvest, LLC* - 67,129
  • Oppenheimer & Close, LLC* - 4,186
  • Philip V. Oppenheimer* - 71,315
  • Carl K. Oppenheimer* - 71,315

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of both P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”), and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of the 67,129 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer and the 33,427 shares held by Oppenheimer-Spence. Oppenheimer & Close, LLC (“Oppenheimer & Close”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of the 4,186 shares of the Issuer held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppenheimer & Close, may be deemed indirect beneficial holders of 71,315 shares of the Issuer, which include the 33,702 shares held by P. Oppenheimer, the 33,427 shares held by Oppenheimer-Spence and the 4,186 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppenheimer & Close, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5
Ownership of Five Percent or Less of a Class.
This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than 5 percent of the class of securities.
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.
Not applicable.
Item 9
Notice of Dissolution of Group.
Not applicable.
Item 10
Certification.
By signing below I certify that, to the best of my 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.

SIGNATURE

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

P. OPPENHEIMER INVESTMENT PARTNERSHIP L.P.
Date: March 31, 2014

By:     Carl K. Oppenheimer, Managing Member of Oppvest, LLC, the General Partner

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPENHEIMER-SPENCE FINANCIAL SERVICES PARTNERSHIP L.P.
Date: March 31, 2014

By:     Carl K. Oppenheimer, Managing Member of Oppvest, LLC, the General Partner

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPENHEIMER-CLOSE INTERNATIONAL, LTD.
Date: March 31, 2014

By:     Carl K. Oppenheimer, Managing Member of Oppenhiemer & Close, LLC, the Investment Advisor

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppenhiemer & Close, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPVEST, LLC
Date: March 31, 2014

By:     Carl K. Oppenheimer, Managing Member

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPENHEIMER & CLOSE, LLC
Date: March 31, 2014

By:     Carl K. Oppenheimer, Managing Member

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppenheimer & Close, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

PHILIP V. OPPENHEIMER
Date: March 31, 2014

By:     Philip V. Oppenheimer

By:
/s/ Philip V. Oppenheimer
Name: Philip V. Oppenheimer
119 West 57th Street, Suite 1515
New York, NY 10019

CARL K. OPPENHEIMER
Date: March 31, 2014

By:     Carl K. Oppenheimer

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
119 West 57th Street, Suite 1515
New York, NY 10019