schedule13da_041508.htm

0001065645-08-000025.txt : 20080415 0001065645-08-000025.hdr.sgml : 20080415 20080415162135 ACCESSION NUMBER: 0001065645-08-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COMMUNITY PROPERTIES TRUST CENTRAL INDEX KEY: 0001065645 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 522058165 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54717 FILM NUMBER: 08757407 BUSINESS ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST. CHARLES STATE: MD ZIP: 20602 BUSINESS PHONE: 3018438600 MAIL ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST. CHARLES STATE: MD ZIP: 20602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILSON JAMES MICHAEL CENTRAL INDEX KEY: 0001069639 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3018438600 MAIL ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST. CHARLES STATE: MD ZIP: 20602 SC 13D/A 1 schedule13da_041508.htm SCHEDULE 13D/A APRIL 15, 2008 schedule13da_041508.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

American Community Properties Trust

(Name of Issuer)

Common Shares, $.01 par value per share

(Title of Class of Securities)

02520N106

(CUSIP Number)

James Michael Wilson

Interstate Business Corporation

222 Smallwood Village Center

St. Charles, Maryland 20602

(301) 843-7333

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Brian Hoffmann

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

April 15, 2008

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

(Continued on following pages)

(Page 1 of 18 Pages)

NYA 848530.4

CUSIP No. 02520N106				13D/A	Page 2 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) James Michael Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 21,350
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 21,350
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,747
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14.	TYPE OF REPORTING PERSON IN

CUSIP No. 02520N106				13D/A	Page 3 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Interstate Business Corporation I.R.S. Identification No. 52-1066133
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,549,976
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,549,976
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,976
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8%
14.	TYPE OF REPORTING PERSON CO

CUSIP No. 02520N106				13D/A	Page 4 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Wilson Securities Corporation I.R.S. Identification No. 66-0311591
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 545,673
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 586,101
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,101
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
14.	TYPE OF REPORTING PERSON CO
CUSIP No. 02520N106				13D/A	Page 5 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Wilson Family Limited Partnership I.R.S. Identification No. 52-1656345
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER See Exhibit 7.2
		8.	SHARED VOTING POWER See Exhibit 7.2
		9.	SOLE DISPOSITIVE POWER See Exhibit 7.2
		10.	SHARED DISPOSITIVE POWER See Exhibit 7.2
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Exhibit 7.2
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Exhibit 7.2
14.	TYPE OF REPORTING PERSON PN
CUSIP No. 02520N106				13D/A	Page 6 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) James J. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) þ
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 15,289
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 15,289
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,289
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14.	TYPE OF REPORTING PERSON IN
CUSIP No. 02520N106				13D/A	Page 7 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Barbara A. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 50
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 50
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50
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
CUSIP No. 02520N106				13D/A	Page 8 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Kevin J. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,397
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7 %
14.	TYPE OF REPORTING PERSON IN
CUSIP No. 02520N106				13D/A	Page 9 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Elizabeth W. Weber
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,397
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7 %
14.	TYPE OF REPORTING PERSON IN
CUSIP No. 02520N106				13D/A	Page 10 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Thomas B. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,397
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7 %
14.	TYPE OF REPORTING PERSON IN
CUSIP No. 02520N106				13D/A	Page 11 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Mary P. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)þ All reporting persons listed in (1) of the are members of the group. (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 21,350
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 21,350
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,747
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1 %
14.	TYPE OF REPORTING PERSON IN
CUSIP No. 02520N106				13D/A	Page 12 of 19

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Brian J. Wilson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP All reporting persons listed in (1) of the are members of the group. (a)þ (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) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 86,397
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 86,397
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,397
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7 %
14.	TYPE OF REPORTING PERSON IN

Amendment No. 3 to Schedule 13D

This Amendment No. 3, which relates to the common shares (“Common Shares”) in American Community Properties Trust, a Maryland real estate investment trust (the “Company”), amends and supplements the statements on Schedule 13D (as amended through the date hereof, the “Statement”) filed with the Commission by the reporting parties listed herein.

The following Items of the Statement are hereby supplemented and/or amended:

Item 4. Purpose of Transaction

As reported in Amendment No. 2 to Schedule 13D filed by the reporting persons on March 28, 2008, the reporting persons had previously submitted an offer (“Offer”) to the Special Committee of the Board of Trustees of the Company (the “Special Committee”) to further a potential restructuring of the Company. The reporting persons have subsequently withdrawn the Offer and expect that the Company will continue to operate in the ordinary course.

The reporting persons expect to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in securities markets generally, general economic and industry conditions and other factors. Accordingly, the reporting persons reserve the right to change their intentions and plans at any time, as they deem appropriate. In particular, the reporting persons may at any time and from time to time acquire, sell or engage in other transactions concerning Common Shares. Any such transactions may be effected at any time and from time to time, subject to any applicable limitations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 7.1

Joint Statement Agreement

Exhibit 7.2

Interest in Securities of the Issuer

SIGNATURE

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

Dated: April 15, 2008

INTERSTATE BUSINESS CORPORATION

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: President

WILSON SECURITIES CORPORATION

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: President

JAMES MICHAEL WILSON

/s/ James Michael Wilson_______________________________

James Michael Wilson, Individually

WILSON FAMILY LIMITED PARTNERSHIP

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: General Partner

JAMES J. WILSON

/s/ James J. Wilson_ ______________________________

James J. Wilson, Individually

BARBARA A. WILSON

/s/ Barbara A. Wilson _______________________________

Barbara A. Wilson, Individually

KEVIN J. WILSON

/s/ Kevin J. Wilson ______________________________

Kevin J. Wilson, Individually

ELIZABETH W. WEBER

/s/ Elizabeth W. Weber _______________________________

Elizabeth W. Weber, Individually

THOMAS B. WILSON

/s/ Thomas B. Wilson _______________________________

Thomas B. Wilson, Individually

MARY P. WILSON

/s/ Mary P. Wilson _______________________________

Mary P. Wilson, Individually

BRIAN J. WILSON

/s/ Brian J. Wilson _______________________________

Brian J. Wilson, Individually

KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signature appears above constitute and appoint James Michael Wilson and Steve Griessel as their agents to sign in any and all capacities this Amendment No. 3 and all further amendments to the Statement on Schedule 13D and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to such agents full power and authority to do all such other acts and execute all such other documents as he may deem necessary or desirable in connection with the forgoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming that such and agent may lawfully do or cause to be done by virtue hereof.

EX-7.1 2 exhibit71.htm JOINT STATEMENT IN AGREEMENT exhibit71.htm

Exhibit 7.1

JOINT STATEMENT AGREEMENT

Each of the undersigned hereby agrees that the Schedule 13D relating to the common shares of American Community Properties Trust to which this agreement is attached is filed on behalf of such person.

Dated: April 15, 2008

INTERSTATE BUSINESS CORPORATION

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: President

WILSON SECURITIES CORPORATION

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: President

JAMES MICHAEL WILSON

/s/ James Michael Wilson_______________________________

James Michael Wilson, Individually

WILSON FAMILY LIMITED PARTNERSHIP

/s/ James Michael Wilson_______________________________

Name: James Michael Wilson

Title: General Partner

JAMES J. WILSON

/s/ James J. Wilson_ ______________________________

James J. Wilson, Individually

BARBARA A. WILSON

/s/ Barbara A. Wilson _______________________________

Barbara A. Wilson, Individually

KEVIN J. WILSON

/s/ Kevin J. Wilson ______________________________

Kevin J. Wilson, Individually

ELIZABETH W. WEBER

/s/ Elizabeth W. Weber _______________________________

Elizabeth W. Weber, Individually

THOMAS B. WILSON

/s/ Thomas B. Wilson _______________________________

Thomas B. Wilson, Individually

MARY P. WILSON

/s/ Mary P. Wilson _______________________________

Mary P. Wilson, Individually

BRIAN J. WILSON

/s/ Brian J. Wilson ______________________________

Brian J. Wilson, Individually

EX-7.2 3 exhibit72.htm INTEREST IN SECURITIES OF THE ISSUER exhibit72.htm

Exhibit 7.2

INTEREST IN SECURITIES OF THE ISSUER

	# OF ACPT		% OF ACPT
	SHARES		SHARES	VOTING	DISPOSITIVE
	OWNED		OWNED	POWER	POWER
James Michael Wilson	86,397		1.7%	Sole	Sole
	21,350	(1)	0.4%	Shared	Shared

Interstate Business Corporation	1,549,976		29.8%	Sole	Sole

Wilson Securities Corporation	545,673		10.4%	Sole	Sole

Wilson Family L.P.	21,350		0.4%	*	*

James J. Wilson	15,289		0.3%	Sole	Sole

Barbara A. Wilson	50		0.0%	Sole	Sole

Kevin J. Wilson	86,397		1.7%	Sole	Sole

Elizabeth W. Weber	86,397		1.7%	Sole	Sole

Thomas B. Wilson	86,397		1.7%	Sole	Sole

Mary P. Wilson	86,397		1.7%	Sole	Sole
	21,350	(1)	0.4%	Shared	Shared

Brian J. Wilson	86,397		1.7%	Sole	Sole

*See Footnote 1.

(1) Reporting person is a General Partner of The Wilson Family L.P. The

management and control of the business and affairs of the partnership

are vested jointly in the General Partners, thus reporting person

shares voting and dispositive power over Common Shares owned by Wilson

Family L.P.