-----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, DUHFnEwG871nr4AamQtuCDW0wNrJjOQXp58HUUgSB0Qji3Iv+dMyKo2wB+MJkWwx KTib7bHzcAikP+YgYz8nPA== 0001137185-07-000001.txt : 20070207 0001137185-07-000001.hdr.sgml : 20070207 20070207091144 ACCESSION NUMBER: 0001137185-07-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 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 AND GILDA ZLATIN AS JTWROS GROUP MEMBERS: FIRST AMENDED & RESTATED DECLARATION OF TR OF TAMRA F GOULD 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: 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: TOVA FINANCIAL, INC. GROUP MEMBERS: TOVA FINANCIAL, INC., CHARITALBE REMAINDER UNITRUST GROUP MEMBERS: ZAK GROUP, 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: 07586322 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 fremont.txt OMB Number 3235-0145 United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Amendment No. 2 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) February 2, 2007 (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 2,334,750 Beneficially Owned By Each 8 Shared Voting 4,658,550 Reporting Person With 9 Sole Dispositive 2,334,750 10 Shared Dispositive 4,658,550 11 Aggregate Amount Beneficially owned 4,889,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 6.28 % 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 104,900 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 104,900 11 Aggregate Amount Beneficially owned 104,900 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 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 106,100 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 106,100 11 Aggregate Amount Beneficially owned 106,100 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 19,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 19,000 11 Aggregate Amount Beneficially owned 19,000 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 3,527,900 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 3,527,900 11 Aggregate Amount Beneficially owned 1,647,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 2.12 % 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 1,880,500 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 1,880,500 11 Aggregate Amount Beneficially owned 1,880,500 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 2.42 % 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 First Amended and Restated Declaration of Trust of Tamra F. Gould 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 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 348,850 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 348,850 11 Aggregate Amount Beneficially owned 348,850 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.44 % 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 345,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 345,400 11 Aggregate Amount Beneficially owned 345,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.44 % 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 526,200 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 526,200 11 Aggregate Amount Beneficially owned 526,200 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.68 % 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 21,550 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 21,550 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 13,650 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 13,650 11 Aggregate Amount Beneficially owned 13,650 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) / / 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 3,441 Beneficially Owned By Each 8 Shared Voting 557,900 Reporting Person With 9 Sole Dispositive 3,441 10 Shared Dispositive 557,900 11 Aggregate Amount Beneficially owned 547,691 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.70 % 14 Type of Reporting Person IN 1 Name of Reporting Person David Zlatin and Gilda Zlatin JTWOS 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 Beneficially Owned By Each 8 Shared Voting 23,550 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 23,550 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) / / 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 905 Beneficially Owned By Each 8 Shared Voting 23,550 Reporting Person With 9 Sole Dispositive 905 10 Shared Dispositive 23,550 11 Aggregate Amount Beneficially owned 10,805 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 second amendment. Item 2. Identity and Background The First Amended and Restated Declaration of Trust of Tamra F. Gould replaced the Tamra F. Gould Investment Trust. The 4,100 Fremont General Corporation common shares were transferred to this trust on 01/05/07. The previous Tamra F. Gould Investment Trust, James Loveman, its trustee no longer have any shared voting, dispositive power and disclaim any beneficial ownership of Fremont General Corporation and are no longer a member of this Group. First Amended and Restated Declaration of Trust of Tamra F. Gould First Amended and Restated Declaration of Trust of Tamra F. Gould is funded by Tamra F. Gould. The Trustee of this Trust distributes income and principal as determined to Tamra F. Gould. Because Tamra F. Gould has the right to change, amend the Trust it can be deemed she has shared voting, dispositive power and beneficial ownership to any security in the Trust. a) First Amended and Restated Declaration of Trust of Tamra F. Gould b) 25812 Fairmount Blvd. Beachwood, OH 44122-2214 c) Investment Trust d) Neither Tamra F. Gould as trustee or the Trust have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither Tamra F. Gould as trustee or the Trust have been a party to any civil proceedings of a judicial or administrative body or competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. f) U.S.A. For information purposes only Ramat Securities Ltd. clients and employees own 157,900 common shares of Fremont General Corporation common shares excluding various Amster, Gould, Zlatin member group shares or 0.20 % 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 278,600 common shares with personal funds without borrowing. The total consideration for these purchases is $ 3,942,567.54 bringing Howard Amster's total investment to $ 44,468,091.62. Howard M Amster 2005 Charitable Remainder Unitrust purchased an additional 24,200 common shares with trust assets without borrowing. The total consideration for these purchases is $ 328,846.08 bringing Howard M Amster 2005 Charitable Remainder Unitrust's total investment to $ 1,867,299.91. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust purchased an additional 1,300 common shares with trust assets without borrowing. The total consideration for the purchase for this purchase is $ 17,621.42 bringing Howard Amster and Tamra F. Gould Charitable Remainder Unitrust's total investment to $ 2,378,288.03. Amster Ltd. Partnership purchased an additional 2,000 common shares with partnership funds without borrowing. The total consideration for these purchases is $ 30,907.72 bringing Amster Ltd. Partnership's total investment to $ 192,959.57. Amster Trading Company purchased an additional 102,500 common shares with working capital without borrowing. The total consideration for these purchases is $ 1,729,789.25 bringing Amster Trading Company's total investment to $ 32,051,603.44. Amster Trading Company Charitable Remainder Unitrusts purchased an additional 561,500 common shares with trust assets without borrowing. The total consideration for this purchase is $ 9,092,070.91 bringing Amster Trading Company Charitable Remainder Unitrusts's total investment to $ 32,231,326.99. Pleasant Lake Apts. Corp. purchased an additional 1,400 common shares with working capital without borrowing. The total consideration for this purchase is $ 18,974.26. bringing Pleasant Lake Apts. Corp.'s total investment to $ 59,993.93. Pleasant Lake Apts. Ltd. Partnership purchased an additional 60,400 common shares with partnership funds without borrowing. The total consideration for these purchases is $ 1,006,326.61 bringing Pleasant Lake Apts. Ltd. Partnership's total investment to $ 5,833,185.72. Ramat Securities Ltd. purchased an additional 115,900 common shares with working capital without borrowing. The total consideration for these purchases is $ 1,665,326.03 bringing Ramat Securities Ltd.'s total investment to $ 9,227,524.43. Tova Financial, Inc. Charitable Remainder Unitrust purchased an additional 1,147 common shares with trust assets without borrowing. The total consideration for the purchase is $ 15,551.57 bringing Tova Financial, Inc. Charitable Remainder Unitrust's total investment to $ 287,550.12. David Zlatin, in his individual retirement account purchased an additional 2,461 common shares with personal funds and without borrowing. The total consideration for the purchases is $ 38,824.59 bringing David Zlatin's total investment to $ 55,972.09. Gilda Zlatin, in her individual retirement accounts purchased an additional 215 common shares with personal funds and without borrowing. The total consideration for the purchases is $ 2,947.60 bringing Gilda Zlatin's total investment to $ 17,273.32. 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 First Amended and Restated Declaration of Trust of Tamra F. Gould Gould Trading Company Samuel J. Heller Samuel J. Heller Irrevocable Trust Let's Get Organized, Inc. 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 7,080,546 shares or 9.09 % of the outstanding shares. Howard Amster in his name and individual retirement accounts owns 2,334,750 shares or 3.0 % 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 104,900 shares or 0.13 % of the common outstanding shares. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust owns 106,100 shares or 0.13 % of the common outstanding shares. Amster Ltd. Partnership owns 11,100 common shares or 0.02 % of the common outstanding shares Amster Trading Company owns 1,647,400 shares or 2.12 % of the common outstanding shares. Amster Trading Company Charitable Remainder Unitrusts own 1,880,500 shares or 2.42 % 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. First Amended and Restated Declaration of Trust of Tamra F. Gould 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 3,450 common shares or 0.0 % of the common outstanding shares. Pleasant Lake Apts. Ltd. Partnership owns 345,400 common shares or 0.44 % of the common outstanding shares. Ramat Securities Ltd. owns 526,200 common shares or 0.68 % 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 13,650 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 3,441 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 905 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 02/02/07 159,600 14.10 and various 02/05/07 53,000 14.21 Individual 02/05/07 66,000 14.16 Retirement Accounts Howard M Amster 01/23/07 1,600 14.20 2005 Charitable 01/31/07 22,600 13.53 Remainder Unitrust Howard Amster 01/31/07 1,300 13.53 and Tamra F. Gould Charitable Remainder Unitrust Amster Ltd. 12/28/06 1,200 16.68 Partnership 01/31/07 800 13.53 Amster Trading 11/22/06 102,500 16.86 Company Amster Trading 11/28/06 106,000 16.88 Company Charitable 11/29/06 127,200 17.09 Remainder Unitrusts 11/30/06 151,600 17.08 12/01/06 37,100 16.91 01/23/07 23,200 14.20 01/31/07 116,400 13.53 Pleasant Lake 01/31/07 1,400 13.53 Apts. Ltd. Corp. Pleasant Lake 11/22/06 56,500 16.86 Apts. Ltd. 01/31/07 3,900 13.53 Partnership Ramat Securities 11/30/06 2,900 17.08 Ltd. 12/05/06 2,000 17.17 12/07/06 1,800 16.76 12/18/06 4,200 16.86 02/02/07 105,000 14.10 Tova Financial, Inc. 01/31/07 1,147 13.53 Charitable Remainder Unitrust David Zlatin 12/11/06 2,000 16.24 in his individual 01/31/07 461 13.53 retirement accounts Gilda Zlatin 01/31/07 215 13.53 in her 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: February 5, 2007 /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/ First Amended and Restated Declaration Of Trust of Tamra F. Gould By: Tamra F. Gould 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/ 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-----