-----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, NQIsC5mbf9RC3585S3ncwLx4w/Xwu6oUWBpCfUm1BLJ0ygOCGYvYxHCojh64M7sw Hm+FBB3sA3n6snVKhZwpTA== 0000899140-07-001929.txt : 20071210 0000899140-07-001929.hdr.sgml : 20071210 20071210171214 ACCESSION NUMBER: 0000899140-07-001929 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071210 DATE AS OF CHANGE: 20071210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000795212 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 141541629 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37985 FILM NUMBER: 071296467 BUSINESS ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184521242 MAIL ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD MUSIC CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGGINS ROBERT J CENTRAL INDEX KEY: 0000900603 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 38 CORPORATE CIRCLE STREET 2: C/O TRANS WORLD ENTERTAINMENT CORP CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184521242 MAIL ADDRESS: STREET 1: C/O TRANS WORLD ENTERTAINMENT CORP STREET 2: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 SC 13D 1 h4028527.txt INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRANS WORLD ENTERTAINMENT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 89336 Q 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Robert J. Higgins - -------------------------------------------------------------------------------- 38 Corporate Circle Albany, New York 12203 (518) 452-1242 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 November 28, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] SCHEDULE 13D - --------------------------------- -------------------- CUSIP No.89336 Q 10 0 Page 1 of 8 Pages - --------------------------------- -------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert J. Higgins - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS PF; OO - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 15,676,030 --------- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 50,550* BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 15,676,030 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 50,550* - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,726,580* - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8%* - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ----------- -------------------------------------------------------------------- * Excludes 3,704,115 shares of Company Common Stock (as hereinafter defined) that may be deemed to be beneficially owned, directly and indirectly, by Bryant R. Riley, as managing member of Riley Investment Management LLC. See Item 5 of this Schedule 13D. This Statement of Beneficial Ownership on Schedule 13D (this "Schedule 13D") is being filed on behalf of Robert J. Higgins. This Schedule 13D relates to the common stock, par value $0.01 per share (the "Company Common Stock"), of Trans World Entertainment Corporation, a New York corporation (the "Company"). Prior to filing this Schedule 13D with the Securities and Exchange Commission (the "Commission"), Mr. Higgins reported his beneficial ownership of Company Common Stock on Schedule 13G pursuant to Section 13(g) of, and Rule 13d-1(d) under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Exchange Act. Item 1. Security and Issuer. This Schedule 13D relates to the Company Common Stock. The address of the principal executive offices of the Company is 38 Corporate Circle, Albany, New York 12203. Item 2. Identity and Background. (a) This Schedule 13D is being filed on behalf of Mr. Higgins. (b) The principal business address of Mr. Higgins is 38 Corporate Circle, Albany, New York 12203. (c) The principal occupation of Mr. Higgins is Chairman and Chief Executive Officer of the Company, which is a specialty retailer of music, video, video games and other related products. The principal business address of the Company is 38 Corporate Circle, Albany, New York 12203. (d) Mr. Higgins has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Higgins has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Higgins is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Mr. Higgins acquired 12,263,530 of the shares of the Company Common Stock reported in this Schedule 13D as beneficially owned by him pursuant to purchases, in each case with his personal funds, for the aggregate amount of $4,665,843. In addition, Mr. Higgins has beneficial ownership of 137,500 shares of Company Common Stock and 50,550 shares of Company Common Stock owned by the Higgins Family Foundation and Mr. Higgins' wife, respectively, and has received from the Company, without the payment of consideration therefor, grants of options with - 2 - respect to 3,275,000 shares of Company Common Stock under the Company's share award plans. Item 4. Purpose of Transaction. On November 7, 2007, Mr. Higgins made a non-binding proposal to the Special Committee (the "Special Committee") of the Board of Directors of the Company (the "Board of Directors") to acquire all of the shares of the Company Common Stock that are not held by him or related persons or entities for $5.00 per share (the "Proposed Acquisition"). In connection with presenting the Proposed Acquisition to the Special Committee, representatives of Mr. Higgins discussed with representatives of the Special Committee the possibility of Mr. Higgins jointly making the bid with Riley Investment Management LLC ("Riley Investment"), a holder of Company Common Stock, and the concerns that if Mr. Higgins and Riley Investment were to act together with respect to the Company Common Stock or the Proposed Acquisition that Section 912 of the New York Business Corporation Law ("Section 912") could interfere with the Proposed Acquisition and such cooperation could lead to adverse consequences under the Company's Rights Agreement, dated as of August 11, 2000 (the "Rights Plan"). On November 20, 2007, solely for the purpose of allowing Mr. Higgins and other persons and entities that he deems appropriate (each, a "Subject Person"), including Riley Investment, to act together with respect to the Company Common Stock and the Proposed Acquisition if they could reach an agreement on acting together, the Company, Mr. Higgins, and Riley Investment, entered into a Consent and Agreement (the "Consent Agreement"), pursuant to which the Company represented and warranted, and acknowledged and agreed, that, subject to the terms and conditions of the Consent Agreement, the Special Committee approved any Subject Person with whom Mr. Higgins enters into any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of, or acting in concert with respect to, securities of the Company (a "Subject Arrangement") as "interested shareholders" as defined in and for purposes of Section 912. The approval applies only to the extent that a Subject Person would be considered an interested shareholder as a result of a Subject Arrangement that: (i) is for the purpose of, or relates to, the pursuit, negotiation or consummation of any negotiated transaction with the Special Committee that is subject to executed definitive documentation that has been approved by the Board of Directors upon the recommendation of the Special Committee (a "Negotiated Transaction") and (ii) does not related to the pursuit or effectuation of (A) any (x) tender offer, (y) exchange offer or (z) transaction involving the Company's securities or assets that would constitute a "business combination" (as defined in Section 912) if it were with an interested shareholder or (B) any effort to change the composition of the Board of Directors or to solicit proxies over equity securities comprising voting power of the Company, in the case of each of clauses (A) and (B), that is not a Negotiated Transaction or a part of a Negotiated Transaction. This description of the Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the Consent Agreement, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference. In addition, on November 20, 2007, the Company amended the Rights Plan to provide that, for purposes of determining whether a Subject Person is an "Acquiring Person" (as defined in the Rights Plan), a Subject Person would not be considered to be a - 3 - beneficial owner of the Company's voting securities held by Mr. Higgins and specified related parties or any other Subject Person as a result of any Subject Arrangement, subject to substantially similar limitations on the scope of the Subject Arrangement as set forth in the Special Committee's approval for purposes of Section 912 that is contemplated by the Consent and Agreement. The Special Committee's approval for purposes of Section 912 will terminate on the fifth business day following receipt by Mr. Higgins and Riley Investment Management LLC ("Riley Investment") of a specified termination notice from the Special Committee. Prior to such termination, Mr. Higgins and Riley Investment must, and must cause their respective controlled related persons to, as promptly as reasonably practical, terminate any Subject Arrangements to which they are a party and pending proposals for Negotiated Transactions, business combinations or other transactions to acquire the Company made pursuant to any such Subject Arrangements. On November 28, 2007, Mr. Higgins and Riley Investment entered into a non-binding letter of intent (the "Letter of Intent") with respect to the Proposed Acquisition. Under the Letter of Intent, Mr. Higgins and Riley Investment agreed to form an acquisition vehicle (the "Acquiror") to effect the Proposed Acquisition. The parties agreed that immediately prior to the closing of the transaction, Mr. Higgins, through an acquisition vehicle formed and controlled, directly or indirectly, by him, would contribute at least 12 million shares of Company Common Stock to the Acquiror and Riley Investment, through an acquisition vehicle formed and controlled, directly or indirectly, by it, would contribute at least 3.5 million, but no more than 5.5 million, shares of Company Common Stock to the Acquiror. In addition, under the Letter of Intent, any changes to Mr. Higgins' November 7, 2007 acquisition proposal and any definitive documentation with respect to the Acquisition require the approval of both Mr. Higgins and Riley Investment. However, if Riley Investment does not give its approval, Mr. Higgins may continue with the Proposed Acquisition without Riley Investment's participation. This description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the Letter of Intent, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a), (b) As of the date hereof, the aggregate number and percentage of shares of Company Common Stock beneficially owned by Mr. Higgins (assuming full exercise of his options to purchase shares of Company Common Stock), including the number of shares of Company Common Stock as to which Mr. Higgins has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, is set forth in the table below. According to the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 2007, filed with the Commission on September 13, 2007 (the "Form 10-Q"), there were 31,081,909 shares of Company Common Stock outstanding as of August 31, 2007. - 4 -
- ----------------------- ------------ -------------- ------------ ------------ -------------- ------------ ------------ Number of Number of Number of Shares Shares Number of Shares with Aggregate of Adjusted Percent of with Sole Shares with with Sole Shared Shares Number of Shares Power to Shared Power Power to Power to Beneficially Shares Beneficially Reporting Person Vote to Vote Dispose Dispose Owned Outstanding Owned - ----------------------- ------------ -------------- ------------ ------------ -------------- ------------ ------------ Robert J. Higgins 15,676,030 50,550 (2) 15,676,030 50,550 (2) 15,726,580 (3) 34,356,909 45.8% (5) (1) (1) (4) - ---------------------------
(1) Consists of (i) 12,263,530 shares of Company Common Stock directly owned by Mr. Higgins, (ii) 3,275,000 shares of Company Common Stock issuable upon the exercise of options held by Mr. Higgins that are vested and outstanding and (iii) 137,500 shares of Company Common Stock owned by the Higgins Family Foundation, of which Mr. Higgins is the sole trustee. (2) Consists of 50,550 shares of Company Common Stock owned by Mr. Higgins's spouse, and excludes 3,704,115 shares (the "Disclaimed Shares") of Company Common Stock that may be deemed to be beneficially owned, directly and indirectly, by Bryant R. Riley, as managing member of Riley Investment, and/or Riley Investment, as set forth on the Schedule 13D/A filed by Mr. Riley and certain of his affiliates with the Commission on November 20, 2007. The Disclaimed Shares might be deemed to be beneficially owned by Mr. Higgins by virtue of his and Riley Investment's execution and delivery of the Letter of Intent. Mr. Higgins disclaims beneficial ownership of the Disclaimed Shares. (3) Consists of (i) 12,263,530 shares of Company Common Stock directly owned by Mr. Higgins, (ii) 3,275,000 shares of Company Common Stock issuable upon the exercise of options held by Mr. Higgins that are vested and outstanding, (iii) 137,500 shares of Company Common Stock owned by the Higgins Family Foundation, of which Mr. Higgins is the sole trustee, and (iv) 50,550 shares of Company Common Stock owned by Mr. Higgins's spouse, and excludes the Disclaimed Shares. The Disclaimed Shares might be deemed to be beneficially owned by Mr. Higgins by virtue of his and Riley Investment's execution and delivery of the Letter of Intent. Mr. Higgins disclaims beneficial ownership of the Disclaimed Shares. (4) Consists of (i) shares of Company Common Stock issued and outstanding as of August 31, 2007, as set forth in the Form 10-Q and (ii) 3,275,000 shares of Company Common Stock issuable upon the exercise of options held by Mr. Higgins that are vested and outstanding. (5) Based on (i) all shares of Company Common Stock issued and outstanding as of August 31, 2007, as set forth in the Form 10-Q and (ii) 3,275,000 shares of Company Common Stock subject to options held by Mr. Higgins that are vested and outstanding. - 5 - Each of Mr. Higgins and Riley Investment might be deemed to beneficially own the shares of Company Common Stock beneficially owned by the other by virtue of their execution and delivery of the Letter of Intent. If Mr. Higgins and Riley Investment were a group, Mr. Higgins would be deemed to beneficially own the Disclaimed Shares, which would increase his beneficial ownership of Company Common Stock to 19,430,695 shares, or 56.6% of the outstanding shares of Company Common Stock (assuming the full exercise of options to purchase 3,275,000 shares of Company Common Stock that are held by Mr. Higgins). Mr. Higgins disclaims beneficial ownership of the Disclaimed Shares. (c) Except for the transactions described in Items 3 and 4 above and this Item 5, during the last sixty days there were no transactions with respect to the Company Common Stock effected by Mr. Higgins. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mr. Higgins and Riley Investment entered into a Letter of Intent with respect to a non-binding proposal to acquire the Company. The Letter of Intent is described in Item 4 above. Except as referred to above, there are no contracts, arrangements, understandings or relationships between Mr. Higgins and any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. The following exhibits are being filed with this Schedule 13D: Exhibit 1 Consent and Agreement, dated November 20, 2007, by and among Robert J. Higgins, Riley Investment Management LLC and the Company (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Trans World Entertainment Corp., filed with the Securities and Exchange Commission on November 27, 2007) Exhibit 2 Letter of Intent, dated November 28, 2007, between Robert J. Higgins and Riley Investment Management LLC - 6 - SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 10, 2007 /s/ Robert J. Higgins ----------------------------- Name: Robert J. Higgins - 7 - Exhibit Index ------------- ----------------------------------------------------------- Exhibit Number Description ------ ----------- ------------- ----------------------------------------------------------- 1 Consent and Agreement, dated November 20, 2007, by and among Robert J. Higgins, Riley Investment Management LLC and the Company (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Trans World Entertainment Corp., filed with the Securities and Exchange Commission on November 27, 2007) ------------- ----------------------------------------------------------- 2 Letter of Intent, dated November 28, 2007, between Robert J. Higgins and Riley Investment Management LLC ------------- ----------------------------------------------------------- - 8 - EX-2 2 h4045011.txt LETTER OF INTENT Exhibit 2 Robert J. Higgins Trans World Entertainment Corporation 38 Corporate Circle Albany, New York 12203 November 28, 2007 Mr. Bryant Riley Riley Investment Management LLC 11100 Santa Monica Boulevard, Suite 810 Los Angeles, California 90025 Re: Letter of Intent - Possible Going Private Transaction ----------------------------------------------------- Dear Bryant: This letter outlines our understanding regarding a possible going private transaction in which we would jointly acquire (the "Acquisition") all outstanding shares of the common stock, par value $0.01 per share (the "Common Stock"), of Trans World Entertainment Corporation ("Trans World") not owned by us or by other persons or entities who may participate with us. Summary of Terms ---------------- Formation of Venture Entity We will jointly form, directly or indirectly, a Delaware limited liability company ("Venture LLC") for the purpose of making a bid to acquire the shares held by the public stockholders of Trans World. The sole members of Venture LLC will be "Higgins LLC" and "Riley LLC" (both as defined below). .. Capitalization of Venture LLC No earlier than immediately prior to the Acquisition as Robert J. Higgins ("Higgins") may designate, a limited liability company formed by Higgins ("Higgins LLC") will contribute to Venture LLC at least 12,000,000 shares of Common Stock and a limited liability company ("Riley LLC") formed by Riley Investment Management LLC ("Riley") will contribute to Venture LLC at least 3,500,000 shares, but no more than 5,500,000 shares, of Common Stock. Ownership and Governance of Venture LLC The ownership and governance of Venture LLC shall be structured and implemented as agreed by Higgins and Riley. Acquisition Bid Riley hereby acknowledges that (i) Higgins has advised it that, on November 7, 2007, Higgins submitted to the Special Committee of the Trans World board of directors a letter (the "Acquisition Proposal") in which he has proposed a transaction under which Trans World would be acquired by an acquisition vehicle, such as Venture LLC, and (ii) Riley desires to participate in such Acquisition Proposal upon the terms and subject to the conditions set forth in this Letter of Intent. As contemplated by the Acquisition Proposal, Riley and Higgins agree to jointly seek to effect the Acquisition through a merger transaction in which the holders of Common Stock other than Venture LLC will receive consideration of $5.00 per share in cash. Changes in the Acquisition Proposal will require the approval of Riley LLC, but if Riley LLC does not approve any proposed change to the Acquisition Proposal, Higgins LLC reserves the right to offer to effect the Acquisition directly, without the participation of Venture LLC, Riley, Riley LLC or any other person or entity. Venture LLC will sign definitive documentation with respect to the Acquisition (including all related debt financing agreements) only upon approval of both Higgins LLC and Riley LLC. Riley LLC, through its managing member, will also be able to reasonably participate in the Acquisition process, including reasonable participation in the negotiation of definitive documentation and a due diligence review of Trans World in respect of the Acquisition. Transaction and Organizational Documents Higgins and Riley will negotiate in good faith the terms of the definitive documentation relating to the transactions and reflecting the organizational structure outlined in this Letter of Intent, which definitive documentation will contain (as applicable) such other customary terms and conditions acceptable to Higgins and Riley, including, without limitation, indemnities, exculpation, representations and warranties, etc.; provided, however, that Higgins and Riley agree that (except as expressly provided herein to the contrary) no obligations shall arise hereunder between Higgins and Riley, or their respective affiliates, other than to so negotiate in good faith until such time as such definitive documentation shall have been mutually executed and delivered. - 2 - No Binding Effect The parties agree that (i) this Letter of Intent is an expression of the parties' intention to negotiate in good faith the arrangements and acquisition bid contemplated hereby and otherwise is not a legally binding agreement, except for the provisions relating to Transaction and Organizational Documents, No Binding Effect, Governing Law, Term and Subject Person, (ii) the failure to execute and deliver a definitive agreement shall impose no liability on Higgins or Riley or their respective affiliates and (iii) upon the termination of this Letter of Intent, none of the parties shall have any further obligations hereunder, except that the provisions relating to No Binding Effect and Governing Law shall survive such termination. Governing Law This Letter of Intent shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof. Term Except as otherwise specifically provided in this letter agreement, the obligations of Higgins and Riley under this Letter of Intent shall terminate at the earlier of 60 days after the date hereof and the date that definitive documentation in connection with the transactions contemplated hereby has been signed among Trans World, Venture LLC and/or the parties hereto and their respective affiliates. Subject Person The parties hereto intend that, by Riley's execution and delivery of this Letter of Intent, each of Bryant Riley, Riley, Riley Investment Partners Master Fund, L.P. and B. Riley & Co., LLC be deemed a "Subject Person" within the meaning of that certain Consent and Agreement, dated as of November 20, 2007, by and among Higgins, Riley and Trans World. [Signatures on following page] - 3 - Please return a signed copy of this Letter of Intent duly signed by you in order to indicate, subject to contract, acceptance of the above terms and conditions. Very truly yours, /s/ Robert J. Higgins -------------------------- Robert J. Higgins Accepted and Agreed to on November 28, 2007 Riley Investment Management LLC By: /s/ Bryant Riley ----------------------------------- Name: Bryant Riley Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----