1
|
NAME OF REPORTING PERSON
STEEL PARTNERS II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,384,805
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,384,805
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,384,805
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STEEL PARTNERS HOLDINGS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,384,805
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,384,805
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,384,805
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STEEL PARTNERS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,384,805
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,384,805
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,384,805
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
WARREN G. LICHTENSTEIN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
100,000
|
|
8
|
SHARED VOTING POWER
6,384,805
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
6,384,805
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,484,805
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN H. MCNAMARA, JR.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN J. QUICKE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GLEN M. KASSAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
100,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JACK L. HOWARD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
58,642
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
57,642
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,642
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
EMH HOWARD, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
57,642
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
57,642
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,642
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits.
|
Dated: March 21, 2011
|
STEEL PARTNERS II, L.P.
|
|
By:
|
Steel Partners II GP LLC
General Partner
|
|
By:
|
/s/ Sanford Antignas
|
|
Sanford Antignas
Chief Operating Officer
|
STEEL PARTNERS HOLDINGS L.P.
|
|||
By:
|
Steel Partners Holdings GP Inc.
General Partner
|
||
By:
|
/s/ Sanford Antignas
|
||
Sanford Antignas
Chief Operating Officer
|
STEEL PARTNERS LLC
|
||
By:
|
/s/ Sanford Antignas
|
|
Sanford Antignas
Chief Operating Officer
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for John J. Quicke
|
/s/ John H. McNamara, Jr.
|
|
JOHN H. MCNAMARA, JR.
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for Glen M. Kassan
|
/s/ Jack L. Howard
|
|
JACK L. HOWARD
|
EMH HOWARD, LLC
|
||
By:
|
/s/ Jack L. Howard
|
|
Jack L. Howard
Managing Member
|
Name
|
Present Principal Business
|
Business Address
|
||
Steel Partners II GP LLC
|
General Partner of Steel Partners II, L.P.
|
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name
|
Present Principal Business
|
Business Address
|
||
Steel Partners Holdings GP Inc.
|
General Partner of Steel Partners Holdings L.P.
|
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Chairman and
Chief Executive Officer
|
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Jack L. Howard, President
|
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Sanford Antignas, Managing Director,
Chief Operating Officer and Secretary
|
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Michael Falk, Vice President,
Chief Financial Officer, Treasurer
and Assistant Secretary
|
Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Chairman and
Chief Executive Officer
|
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Jack L. Howard, President
|
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Sanford Antignas, Managing Director,
Chief Operating Officer and Secretary
|
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Chairman,
Chief Executive Officer and Director
|
Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Jack L. Howard, President
|
President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Sanford Antignas, Chief Operating Officer,
Secretary and Director
|
Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Anthony Bergamo, Director
|
Vice Chairman of MB Real Estate, a property management company
|
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
|
||
John P. McNiff, Director
|
Partner of Mera Capital Management LP, a private investment partnership
|
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
|
||
Joseph L. Mullen, Director
|
Managing Partner of Li Moran International, Inc., a management consulting company
|
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
|
||
General Richard I. Neal, Director
|
President of Audio MPEG, Inc., a licensor of intellectual property
|
c/o Audio MPEG, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
|
||
Allan R. Tessler, Director
|
Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
|
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
|
Class of
Security
|
Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
STEEL PARTNERS II, L.P.
|
||||
Common Stock
|
56,535
|
9.4188
|
03/16/11
|
|
Common Stock
|
500
|
10.0000
|
03/17/11
|
Common Stock
|
2,500
|
10.2000
|
03/18/11
|
JOHN H. MCNAMARA, JR.
|
||||
Common Stock
|
500
|
10.0000
|
03/17/11
|
/s/ Warren G. Lichtenstein | |
WARREN G. LICHTENSTEIN
|
|
/s/ Warren G. Lichtenstein | |
WARREN G. LICHTENSTEIN
|
|
/s/ Warren G. Lichtenstein | |
WARREN G. LICHTENSTEIN
|
|