-----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, Ob5uhN/KJ0d0jY6hhuVKdnUuyHP3MHXmBBRJ9JUnSrE6GZAaMb/FqpW6BtdPaGsm wpCjTmEf70FCUTPJU3sYIQ== 0001137185-06-000006.txt : 20061122 0001137185-06-000006.hdr.sgml : 20061122 20061122092022 ACCESSION NUMBER: 0001137185-06-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061122 DATE AS OF CHANGE: 20061122 GROUP MEMBERS: AMSTER LIMITED PARTNERSHIP GROUP MEMBERS: AMSTER TRADING COMPANY GROUP MEMBERS: AMSTER TRADING COMPANY CHARITABLE REMAINDER UNITRUSTS GROUP MEMBERS: DAVID ZLATIN GROUP MEMBERS: DAVID ZLATIN & GILDA ZLATIN AS JTWROS GROUP MEMBERS: GILDA ZLATIN GROUP MEMBERS: GOULD TRADING COMPANY GROUP MEMBERS: HOWARD AMSTER GROUP MEMBERS: HOWARD AMSTER & TAMRA F GOULD CHARITABLE REMAINDER UNITRUST GROUP MEMBERS: HOWARD M AMSTER 2005 CHARITABLE REMAINDER UNITRUST GROUP MEMBERS: HOWARD M AMSTER CHARITABLE REMAINDER UNITRUST GROUP MEMBERS: JAMES M LOVEMAN GROUP MEMBERS: LET'S GET ORGANIZED, INC. GROUP MEMBERS: NEWAX, INC. GROUP MEMBERS: PLEASANT LAKE APTS. CORP GROUP MEMBERS: PLEASANT LAKE APTS. LTD. PARTNERSHIP GROUP MEMBERS: RAMAT SECURITIES LTD. GROUP MEMBERS: SAMUEL J HELLER GROUP MEMBERS: SAMUEL J HELLER IRREVOCABLE TRUST GROUP MEMBERS: TAMRA F GOULD GROUP MEMBERS: TAMRA F GOULD INVESTMENT TRUST GROUP MEMBERS: TOVA FINANCIAL, INC. GROUP MEMBERS: TOVA FINANCIAL, INC., CHARITABLE REMAINDER UNITRUST GROUP MEMBERS: ZAK GOUP, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREMONT GENERAL CORP CENTRAL INDEX KEY: 0000038984 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 952815260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18269 FILM NUMBER: 061234558 BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BOULEVARD STREET 2: 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103155500 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BOULEVARD STREET 2: 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMAT SECURITIES LTD CENTRAL INDEX KEY: 0001137185 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 23811 CHAGRIN BLVD STREET 2: SUITE 200 CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165950987 MAIL ADDRESS: STREET 1: 23811 CHAGRIN BLVD STREET 2: SUITE 200 CITY: BEACHWOOD STATE: OH ZIP: 44122 SC 13D/A 1 fmtamend.txt OMB Number 3235-0145 United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Amendment No. 1 Under the Securities and Exchange Act of 1934 Fremont General Corporation Name of Issuer common stock Title of Class of Securities CUSIP Number 357288109 Howard Amster, 23811 Chagrin Blvd., Suite 200 Beachwood, Ohio 44122-5525, 216 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 2006 (Date of Event which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e) (f) or (g), check the following box / /. Note: Scheduled filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See 240.13D-7 for other parties to who copies are to be sent. *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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). 1 Name of Reporting Person Howard Amster 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 2,056,150 Beneficially Owned By Each 8 Shared Voting 3,789,350 Reporting Person With 9 Sole Dispositive 2,056,150 10 Shared Dispositive 3,789,350 11 Aggregate Amount Beneficially owned 4,328,200 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 5.56 % 14 Type of Reporting Person IN 1 Name of Reporting Person Howard M Amster Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 3,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 3,400 11 Aggregate Amount Beneficially owned 3,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.00 % 14 Type of Reporting Person OO 1 Name of Reporting Person Howard M Amster 2005 Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 80,700 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 80,700 11 Aggregate Amount Beneficially owned 80,700 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.1 % 14 Type of Reporting Person OO 1 Name of Reporting Person Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 104,800 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 104,800 11 Aggregate Amount Beneficially owned 104,800 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.13 % 14 Type of Reporting Person OO 1 Name of Reporting Person Amster Limited Partnership 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 17,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 17,700 11 Aggregate Amount Beneficially owned 17,700 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 2,863,900 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 2,863,900 11 Aggregate Amount Beneficially owned 1,544,900 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 1.98 % 14 Type of Reporting Person CO 1 Name of Reporting Person Amster Trading Company Charitable Remainder Unitrusts 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 1,319,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 1,319,000 11 Aggregate Amount Beneficially owned 1,319,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 1.7 % 14 Type of Reporting Person OO 1 Name of Reporting Person Tamra F. Gould 2 If a member group a) / / c) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 23,000 Beneficially Owned By Each 8 Shared Voting 36,100 Reporting Person With 9 Sole Dispositive 23,000 10 Shared Dispositive 36,100 11 Aggregate Amount Beneficially owned 59,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.08 % 14 Type of Reporting Person IN 1 Name of Reporting Person Tamra F. Gould Investment Trust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds OO 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 4,100 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 4,100 11 Aggregate Amount Beneficially owned 4,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person OO 1 Name of Reporting Person Gould Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 32,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 32,000 11 Aggregate Amount Beneficially owned 32,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.04 % 14 Type of Reporting Person CO 1 Name of Reporting Person Samuel J Heller 2 If a member group a) / / d) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 9,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 9,400 11 Aggregate Amount Beneficially owned 9,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person IN 1 Name of Reporting Person Samuel J Heller Irrevocable Trust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds OO 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 9,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 9,400 11 Aggregate Amount Beneficially owned 9,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person OO 1 Name of Reporting Person Let's Get Organized, Inc. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 250 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 250 11 Aggregate Amount Beneficially owned 250 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.00 % 14 Type of Reporting Person CO 1 Name of Reporting Person James M. Loveman 2 If a member group a) / / e) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 4,100 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 4,100 11 Aggregate Amount Beneficially owned 0 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.00 % 14 Type of Reporting Person IN 1 Name of Reporting Person newAX, Inc. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 12,800 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 12,800 11 Aggregate Amount Beneficially owned 12,800 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts. Corp. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 287,050 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 287,050 11 Aggregate Amount Beneficially owned 287,050 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.37 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts. Ltd. Partnership 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds 00 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 285,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 285,000 11 Aggregate Amount Beneficially owned 285,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.37 % 14 Type of Reporting Person 00 1 Name of Reporting Person Ramat Securities Ltd. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 410,300 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 410,300 11 Aggregate Amount Beneficially owned 410,300 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.53 % 14 Type of Reporting Person BD 1 Name of Reporting Person Tova Financial, Inc. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 20,403 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 20,403 11 Aggregate Amount Beneficially owned 7,900 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person CO 1 Name of Reporting Person Tova Financial, Inc. Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 12,503 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 12,503 11 Aggregate Amount Beneficially owned 12,503 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person OO 1 Name of Reporting Person ZAK Group LLC 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 7,900 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 7,900 11 Aggregate Amount Beneficially owned 7,900 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person OO 1 Name of Reporting Person David Zlatin 2 If a member group a) / / f) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 980 Beneficially Owned By Each 8 Shared Voting 440,853 Reporting Person With 9 Sole Dispositive 980 10 Shared Dispositive 440,853 11 Aggregate Amount Beneficially owned 429,330 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.55 % 14 Type of Reporting Person IN 1 Name of Reporting Person David Zlatin and Gilda Zlatin JTWOS 2 If a member group a) / / g) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 22,403 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 22,403 11 Aggregate Amount Beneficially owned 9,900 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person IN 1 Name of Reporting Person Gilda Zlatin 2 If a member group a) / / h) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 690 Beneficially Owned By Each 8 Shared Voting 22,403 Reporting Person With 9 Sole Dispositive 690 10 Shared Dispositive 22,403 11 Aggregate Amount Beneficially owned 10,590 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.01 % 14 Type of Reporting Person IN There are no changes to the Schedule 13D, as amended except as set forth in this first amendment. Item 1. Security and Issuer Fremont General Corporation common stock Fremont General Corporation 2425 Olympic Blvd., Third Floor Santa Monica, California 90404 310 315 5500 CUSIP Number 357288109 Item 2. Identity and Background For information purposes only Ramat Securities Ltd. clients and employees own 150,802 common shares of Fremont General Corporation common shares excluding various Amster, Gould, Zlatin member group shares or 0.19 % of Fremont General Corporation common shares. Clients and employees of Ramat Securities Ltd. excluding various Amster, Gould, Zlatin member group shares do not have ownership, no shared voting, no dispositive power no pecuniary interest in any Fremont General Corporation common shares held by this reporting group nor to any other securities owned directly or indirectly by the reporting group. Ramat Securities Ltd. has no ownership, no shared voting, no dispositive, no pecuniary interest in Fremont General Corporation common shares owned by its clients and employees directly or indirectly excluding various Amster, Gould, Zlatin member group shares. Ramat Securities Ltd. has no ownership, no shared voting, no dispositive, no pecuniary interest in any other securities owned by its clients or employees directly or indirectly excluding Mr. Amster, Mr. Zlatin. Item 3. Source and Amount of Funds or Other Consideration Howard Amster, in his personal and individual retirement accounts purchased an additional 386,300 common shares with personal funds without borrowing. The total consideration for these purchases is $ 5,754,328.77 bringing Howard Amster's total investment to $ 40,525,524.08. Howard M Amster Charitable Remainder Unitrust purchased an additional 800 common shares with trust assets without borrowing. The total consideration for the purchase is $ 11,480.82 bringing Howard M Amster Charitable Remainder Unitrust's total investment to $ 69,102.18. Howard M Amster 2005 Charitable Remainder Unitrust purchased an additional 19,500 common shares with trust assets without borrowing. The total consideration for these purchases is $ 279,649.13 bringing Howard M Amster 2005 Charitable Remainder Unitrust's total investment to $ 1,538,453.83. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust purchased an additional 1,500 common shares with trust assets without borrowing. The total consideration for the purchase for this purchase is $ 21,493.85 bringing Howard Amster and Tamra F. Gould Charitable Remainder Unitrust's total investment to $ 2,360,666.61. Amster Ltd. Partnership purchased an additional 2,300 common shares with partnership funds without borrowing. The total consideration for these purchases is $ 34,143.62 bringing Amster Ltd. Partnership's total investment to $ 162,051.85. Amster Trading Company purchased an additional 404,300 common shares with working capital without borrowing. The total consideration for these purchases is $ 6,641,342.70 bringing Amster Trading Company's total investment to $ 30,321,814.19. Amster Trading Company Charitable Remainder Unitrusts purchased an additional 174,100 common shares with trust assets without borrowing. The total consideration for this purchase is $ 2,508,894.52 bringing Amster Trading Company Charitable Remainder Unitrusts's total investment to $ 23,139,256.08. Gould Trading Company purchased an additional 15,000 common shares with working capital without borrowing. The total consideration for this purchase is $ 235,760.00 bringing Gould Trading Company's total investment to $ 515,913.40. Samuel J Heller Irrevocable Trust purchased an additional 4,000 common shares with trust assets without borrowing. The total consideration for the purchase reported on this amendment is $ 52,800.10 bringing the Samuel J Heller Irrevocable Trust's total investment to $ 161,364.80. Pleasant Lake Apts. Corp. purchased an additional 500 common shares with working capital without borrowing. The total consideration for this purchase is $ 7,288.20 bringing Pleasant Lake Apts. Corp.'s total investment to $ 41,019.67. Pleasant Lake Apts. Ltd. Partnership purchased an additional 100,500 common shares with partnership funds without borrowing. The total consideration for this purchase is $ 1,456,118.70 bringing Pleasant Lake Apts. Ltd. Partnership's total investment to $ 4,826,859.11. Ramat Securities Ltd. purchased an additional 54,000 common shares with working capital without borrowing. The total consideration for these purchases is $ 766,626.00 bringing Ramat Securities Ltd.'s total investment to $ 7,562,198.40. Tova Financial, Inc. Charitable Remainder Unitrust purchased an additional 1,128 common shares with trust assets without borrowing. The total consideration for the purchase is $ 16,398.85 bringing Tova Financial, Inc. Charitable Remainder Unitrust's total investment to $ 271,998.55. David Zlatin, in his individual retirement account purchased an additional 220 common shares with personal funds and without borrowing. The total consideration for the purchase is $ 3,226.13 bringing David Zlatin's total investment to $ 17,147.50. Item 4. Purpose of Transaction The following acquired their shares or may deemed to be a group for purposes of investment. Howard Amster Howard M Amster Charitable Remainder Unitrust Howard M Amster 2005 Charitable Remainder Unitrust Howard Amster and Tamra F Gould Charitable Remainder Unitrust Amster Limited Partnership Amster Trading Company Amster Trading Company Charitable Remainder Unitrusts Tamra F. Gould Tamra F. Gould Investment Trust Gould Trading Company Samuel J. Heller Samuel J. Heller Irrevocable Trust Let's Get Organized, Inc. James M. Loveman newAx, Inc. Pleasant Lake Apts. Corp. Pleasant Lake Apts. Ltd. Partnership Ramat Securites Ltd. Tova Financial, Inc. Toval Financial Inc., Charitable Remainder Unitrust Zak Group Ltd. David Zlatin David Zlatin and Gilda Zlatin as JTWROS Gilda Zlatin There are no present plans or proposals by this group of record or the beneficial owners as reported in this Schedule 13D amendment which relates to or would result in the following: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer provided, however, the reporting persons might acquire additional shares or other securities of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances; Item 5. Interest in Securities of the Issuer The outstanding common shares of the Issuer is 77,862,000 shares as of October 31, 2006 referenced in the 10-Q for period ending September 30, 2006. (a)(b) The aggregate amount owned by this Reporting Group is 5,928,923 shares or 7.61% of the outstanding shares. Howard Amster in his name and individual retirement accounts owns 2,056,150 shares or 2.64 % of the common outstanding shares. Howard M Amster Charitable Remainder Unitrust owns 3,400 shares or 0.00 % of the common outstanding shares. Howard M Amster 2005 Charitable Remainder Unitrust owns 80,700 shares or 0.1 % of the common outstanding shares. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust owns 104,800 shares or 0.13 % of the common outstanding shares. Amster Ltd. Partnership owns 9,100 common shares or 0.01 % of the common outstanding shares Amster Trading Company owns 1,544,900 shares or 1.98 % of the common outstanding shares. Amster Trading Company Charitable Remainder Unitrusts own 1,319,000 shares or 1.7 % of the common outstanding shares. Tamra F. Gould in her individual retirement account owns 23,000 common shares or 0.03 % of the common outstanding shares. Tamra F. Gould Investment Trust owns 4,100 or 0.01 % of the common outstanding shares. Gould Trading Company owns 32,000 or 0.04 % of the common outstanding shares. Samuel J Heller Irrevocable trust owns 9,400 shares or 0.01 % of the common outstanding shares. Let's Get Organized Inc. owns 250 common shares or 0.00 % of the common outstanding shares. newAx, Inc. owns 12,800 common shares or 0.02 % of the common outstanding shares. Pleasant Lake Apts. Ltd. Corp. owns 2,050 common shares or 0.00 % of the common outstanding shares. Pleasant Lake Apts. Ltd. Partnership owns 285,000 common shares or 0.37 % of the common outstanding shares. Ramat Securities Ltd. owns 410,300 common shares or 0.53 % of the common outstanding shares. Tova Financial, Inc. owns 7,900 common shares or 0.01 % of the common outstanding shares. Tova Financial, Inc. Charitable Remainder Unitrust owns 12,503 common shares or 0.02 % of the common outstanding shares. ZAK Group LLC owns 7,900 common shares or 0.01 % of the common outstanding shares. David Zlatin owns 980 common shares or 0.0 % of the common outstanding shares. David Zlatin and Gilda Zlatin as JTROS own 2,000 common shares or 0.00 % of the common outstanding shares. Gilda Zlatin owns 690 common shares or 0.00 % of the common outstanding shares. c) Description of Transactions All purchases were executed on a listed stock exchange as an open market transaction with Bear, Stearns Securities Corp. as executing broker.
Identity Date Shares Price Howard Amster 08/24/06 150,000 14.86 and various 08/25/06 109,300 14.50 Individual 10/16/06 60,200 14.49 Retirement Accounts 10/20/06 8,000 13.83 11/06/06 200 14.51 11/07/06 8,600 14.58 11/20/06 50,000 16.48 Howard M Amster 11/03/06 800 14.31 Charitable Remainder Unitrust Howard M Amster 08/25/06 1,000 14.50 2005 Charitable 10/16/06 600 14.49 Remainder Unitrust 11/03/06 17,900 14.31 Howard Amster 11/03/06 1,500 14.31 and Tamra F. Gould Charitable Remainder Unitrust Amster Ltd. 08/24/06 2,000 14.86 Partnership 11/06/06 300 14.51 Amster Trading 10/16/06 4,600 14.49 Company 10/20/06 38,000 13.83 11/07/06 8,200 14.58 11/20/06 85,500 16.48 11/21/06 268,000 16.85 Amster Trading 10/16/06 17,600 14.49 Company Charitable 11/03/06 104,800 14.31 Remainder Unitrusts 11/06/06 28,500 14.51 11/07/06 23,200 14.58 Gould Trading 08/16/06 15,000 15.70 Company Samuel J Heller 09/21/06 4,000 13.15 Irrevocable Trust Pleasant Lake 11/06/06 500 14.51 Apts. Ltd. Corp. Pleasant Lake 10/20/06 5,000 13.83 Apts. Ltd. 11/06/06 95,500 14.51 Partnership Ramat Securities 08/30/06 40,000 14.20 Ltd. 08/31/06 14,000 14.19 Tova Financial, Inc. 11/06/06 1,128 14.51 Charitable Remainder Unitrust David Zlatin 11/06/06 220 14.51 in his individual retirement accounts
Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: November 21, 2006 /s/ Howard Amster /s/ Howard M Amster Charitable Remainder Unitrust By: Howard Amster Title: Trustee /s/ Howard M Amster 2005 Charitable Remainder Unitrust By: Howard Amster Title: Trustee /s/ Howard Amster & Tamra F. Gould Charitable Remainder Unitrust By: Howard Amster Title: Trustee /s/ Amster Limited Partnership By: Howard Amster Title: General Partner /s/ Amster Trading Company By: Howard Amster Title: President /s/ Amster Trading Company Charitable Remainder Unitrusts By: Howard Amster Title: Trustee /s/ Tamra F. Gould /s/ Tamra F. Gould Investment Trust By: James Loveman Title: Trustee /s/ Gould Trading Company By: Tamra F. Gould Title: President /s/ Samuel J Heller /s/ Samuel J Heller Irrevocable Trust By: Howard Amster Title: Trustee /s/ Let's Get Organized, Inc. By: David Zlatin Title: President /s/ James M. Loveman /s/ newAx, Inc. By: John C. Loring Title: Chairman, President and CEO /s/ Pleasant Lake Apts. Corp. By: Howard Amster Title: President /s/ Pleasant Lake Apts. Ltd. Partnership By: Pleasant Lake Apts. Corp., Howard Amster, President Title: Its General Partner /s/ Ramat Securities Ltd. By: David Zlatin Title: Principal /s/ Tova Financial, Inc. By: David Zlatin Title: President /s/ Tova Financial , Inc. Charitable Remainder Unitrust By: David Zlatin & Gilda Zlatin Title: Co-trustees /s/ Zak Group LLC By: David Zlatin Title: Member /s/ David Zlatin /s/ /s/ David Zlatin and Gilda Zlatin as JTWROS /s/ Gilda Zlatin -----END PRIVACY-ENHANCED MESSAGE-----