The
following constitutes Amendment No. 4 to the Schedule 13D filed by the
undersigned (“Amendment No. 4”). This Amendment No. 4 amends the
Schedule 13D as specifically set forth.
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Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended and restated to read as follows:
(a) This
statement is filed by Steel Partners Holdings L.P. (formerly known as
WebFinancial L.P.), a Delaware limited partnership (“Steel Holdings”), Steel
Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel
Partners LLC, a Delaware limited liability company (“Partners LLC”), Steel
Partners II GP LLC, a Delaware limited liability company (“Steel Partners GP”),
and Warren G. Lichtenstein. Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
Steel
Holdings is the sole limited partner of Steel Partners II. Partners
LLC is the manager of Steel Partners II and Steel Holdings. Steel
Partners GP is the general partner of Steel Partners II and Steel
Holdings. Warren G. Lichtenstein is the manager of Partners LLC and
the managing member of Steel Partners GP. By virtue of these
relationships, each of Steel Partners II, Partners LLC, Steel Partners GP and
Mr. Lichtenstein may be deemed to beneficially own the Shares that may be deemed
to be indirectly beneficially owned by Steel Holdings. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth
on Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of (i) the executive
officers of Partners LLC, (ii) the executive officers of Steel Partners GP, and
(iii) the individuals anticipated to serve as directors of the future successor
general partner of Steel Holdings who are currently serving the function of
directors of Steel Holdings.
(b) The
principal business address of each of Steel Holdings, Steel Partners II,
Partners LLC, Steel Partners GP and Warren G. Lichtenstein is 590 Madison
Avenue, 32nd Floor, New York, New York 10022.
(c) Steel
Holdings is a global diversified holding company that engages or has interests
in a variety of operating businesses through its subsidiary
companies. It may seek to obtain majority or primary control, board
representation or other significant influence over the portfolio companies in
which it holds an interest. The principal business of Steel Partners
II is holding securities for the account of Steel Holdings. The
principal business of Partners LLC is serving as the manager of Steel Partners
II and Steel Holdings. The principal business of Steel Partners GP is
serving as the general partner of Steel Partners II and Steel
Holdings. The principal occupation of Warren G. Lichtenstein is
serving as the manager of Partners LLC and as the managing member of Steel
Partners GP.
(d) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been 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) Warren
G. Lichtenstein and the persons listed on Schedule A are citizens of the United
States of America.
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Item
5.
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Interest in Securities
of the Issuer
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Item 5 is
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 17,419,019 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007, as filed with the Securities and Exchange
Commission on November 14, 2007.
As of the
close of business on July 17, 2009, Steel Holdings may be deemed to indirectly
beneficially own up to 4,697,950 Pledged Shares, constituting approximately
27.0% of the Shares outstanding. Steel Holdings could be deemed to
indirectly beneficially own the Pledged Shares for the reasons discussed in
further detail in Item 4. Upon any disposition of the Pledged Shares,
each of the holders of the Senior Notes, including Steel Holdings, would be
entitled to receive its pro-rata portion of the proceeds of such disposition up
to the amount required to satisfy the disputed amount due under the Senior
Notes. By virtue of their relationships with Steel Holdings discussed
in Item 2, each of Steel Partners II, Partners LLC, Steel Partners GP and Warren
Lichtenstein may be deemed to beneficially own the 4,697,950 Pledged Shares that
may be deemed to be indirectly beneficially owned by Steel
Holdings.
(b) Each
of the Reporting Persons may be deemed to have shared power to vote and dispose
of the Shares reported in this Schedule 13D that may be deemed to be indirectly
beneficially owned by Steel Holdings.
(c) There
have been no transactions in the securities of the Issuer during the past 60
days by the Reporting Persons.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
(e) Not
applicable.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of the Exchange Act, the beneficial owners
of any securities covered by this Schedule 13D.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated:
July 20, 2009
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STEEL
PARTNERS HOLDINGS L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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STEEL
PARTNERS LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
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STEEL
PARTNERS II GP LLC
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By:
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Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
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SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
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SCHEDULE
A
Executive
Officers of Steel Partners
LLC
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Name and Position
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Present Principal Occupation
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Business Address
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Warren
G. Lichtenstein,
Chairman and Chief Executive Officer
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Chairman
and Chief Executive Officer
of Steel Partners LLC, a global
management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Jack
L. Howard,
President
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President
of Steel Partners LLC,
a global management firm, and
a principal
of Mutual Securities, Inc.,
a registered broker dealer
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Sanford
Antignas,
Managing Director,
Chief Operating Officer and
Secretary
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Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Michael
Falk,
Vice
President,
Chief Financial Officer, Treasurer
and Assistant
Secretary
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Vice
President, Chief Financial Officer,
Treasurer
and Assistant Secretary
of
Steel Partners LLC, a global management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Executive
Officers of Steel Partners
II GP LLC
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Name and Position
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Present Principal Occupation
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Business Address
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Warren
G. Lichtenstein,
Chairman and Chief Executive Officer
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Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global
management
firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Jack
L. Howard,
President
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President
of Steel Partners LLC,
a
global management firm, and
a
principal of Mutual Securities, Inc.,
a
registered broker dealer
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Sanford
Antignas,
Managing
Director,
Chief
Operating Officer and Secretary
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Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Individuals Serving the
Function of Directors of Steel Partners Holdings L.P.
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Name
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Present Principal Occupation
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Business Address
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Anthony
Bergamo
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Vice
Chairman of MB Real Estate,
a
property management company
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c/o
MB Real Estate
335
Madison Avenue, 14
th
Floor
New
York, NY 10017
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John
P. McNiff
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Partner
of Mera Capital Management LP,
a
private investment partnership
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c/o
Mera Capital Management LP
161
Washington Street, Suite 1560
Conshohocken,
PA 19428
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Joseph
L. Mullen
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Managing
Partner of Li Moran International, Inc.,
a
management consulting company
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c/o
Li Moran International
611
Broadway, Suite 722
New
York, NY 10012
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General
Richard I. Neal
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President
of Audio MPEG, Inc.,
a
licensor of intellectual property
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c/o
Audio MPEG, Inc.
66
Canal Center Plaza, Suite 750
Alexandria,
VA 22314
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Allan
R. Tessler
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Chairman
and Chief Executive Officer
of
International Financial Group, Inc.,
an
international merchant banking firm
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c/o
International Financial Group, Inc.
2500
North Moose Wilson Road
Wilson,
WY 83014
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Warren
G. Lichtenstein
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Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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Sanford
Antignas
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Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
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c/o
Steel Partners LLC
590
Madison Avenue, 32
nd
Floor
New
York, NY 10022
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