UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 1)1
Gilman
Ciocia, Inc.
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
375908100
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January 1,
2009
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
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 whom copies are to be sent.
_______________
1
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 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).
CUSIP
NO. 375908100
|
1
|
NAME
OF REPORTING PERSON
WEBFINANCIAL
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
10,457,940
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
10,457,940
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,457,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 375908100
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND 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
CAYMAN
ISLANDS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
10,457,940
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
10,457,940
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,457,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 375908100
|
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
10,457,940
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
10,457,940
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,457,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 375908100
|
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
|
||
|
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
10,457,940
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
10,457,940
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,457,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 375908100
|
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
PF
|
||
|
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
115,250
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
115,250
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,250
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 375908100
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 shall be deemed
to amend and restate in their entirety Items 1, 2, 3 and 5, add to Item 6 the
existence of a new joint filing agreement among the Reporting Persons and add
additional exhibits to Item 7 of the Schedule 13D. On January 1,
2009, WebFinancial Corporation merged with and into WebFinancial L.P., with
WebFinancial L.P. as the surviving entity. The primary purpose of
amending the Schedule 13D is to add WebFinancial L.P. as a Reporting Person in
the place of WebFinancial Corporation and to add additional Reporting Persons
who may now be deemed to beneficially own the securities reported herein by
virtue of their affiliation with WebFinancial L.P.
|
Item
1.
|
Security and
Issuer.
|
This
statement relates to shares of the Common Stock, par value $0.01 per share (the
“Shares”), of Gilman Ciocia, Inc. (the “Issuer”). The address of the
principal executive offices of the Issuer is 11 Raymond Avenue, Poughkeepsie,
New York 12603.
|
Item
2.
|
Identity and
Background.
|
(a) This
statement is filed by WebFinancial L.P., a Delaware limited partnership (“Web
L.P.”), Steel Partners II Master Fund L.P., a Cayman Islands exempted limited
partnership (“Steel Master”), Steel Partners LLC, a Delaware limited liability
company (“Partners LLC”), Warren G. Lichtenstein and Jack L.
Howard. Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.”
Steel
Master is the owner of approximately 99% of
the limited partnership interests in Web L.P. Partners LLC is the
manager of Web L.P. and Steel Master. Warren G. Lichtenstein is the
manager of Partners LLC. Jack L. Howard is President of Partners
LLC. By virtue of these relationships, each of Steel Master, Partners
LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned by
Web L.P. 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 the executive
officers of Partners LLC, as of the date hereof.
(b) The
principal business address of each of Web L.P., Partners LLC, Warren G.
Lichtenstein and Jack L. Howard is 590 Madison Avenue, 32nd Floor, New York, New
York 10022. The principal business address of Steel Master is c/o
Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary
Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
(c) The
principal business of Web L.P., Steel Master and Warren G. Lichtenstein is
engaging in a variety of operating businesses. The principal business
of Partners LLC is serving as the manager of Web L.P. and Steel
Master. The principal occupation of Jack L. Howard is serving as
President of Partners LLC, a global management firm, and serving as a principal
of Mutual Securities, Inc., a registered broker dealer.
(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.
7
CUSIP
NO. 375908100
(f) Warren
G. Lichtenstein, Jack L. Howard and the persons listed on Schedule A are
citizens of the United States of America.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
The
aggregate purchase
price of the 10,457,940 Shares owned by Web L.P. is approximately $1,354,741,
including brokerage commissions. The Shares owned by Web L.P. were
acquired with working capital of WebFinancial Corporation, the predecessor
of Web L.P. Web L.P. effects purchases of securities primarily
through margin accounts maintained for it with prime brokers, which may extend
margin credit to it as and when required to open or carry positions in the
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the prime brokers’ credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
The
aggregate purchase price of the 115,250 Shares owned by Mr. Howard is
approximately $16,795, including brokerage commissions. The Shares
owned by Mr. Howard were acquired with personal funds.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 95,868,611 Shares outstanding, which is the total number of Shares
outstanding as of February 6, 2009 as reported in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission on February 13, 2009.
As of the
close of business on February 19, 2009, Web L.P. owned 10,457,940 Shares,
constituting approximately 10.9% of the Shares outstanding. By virtue
of their relationships with Web L.P. discussed in further detail in Item 2, each
of Steel Master, Partners LLC and Warren G. Lichtenstein may be deemed to
beneficially own the Shares owned by Web L.P.
As of the
close of business on February 19, 2009, Jack L. Howard owned 115,250 Shares,
constituting less than 1% of the Shares outstanding.
Each of
the Reporting Persons, as members of a “group” for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), may be deemed to beneficially own the Shares reported
herein.
(b) Each
of the Reporting Persons may be deemed to have the sole power to vote and
dispose of the Shares reported in this Schedule 13D.
(c) There
have been no transactions in the Shares by the Reporting Persons during the past
60 days.
(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.
8
CUSIP
NO. 375908100
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the
beneficial owners of any securities covered by this Schedule 13D.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Pursuant
to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments thereto. Except as set forth herein,
there are no contracts, arrangements, understandings or relationships among the
Reporting Persons, or between the Reporting Persons and any other person, with
respect to the securities of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
|
99.1
|
Joint
Filing Agreement by and among WebFinancial L.P., Steel Partners II Master
Fund L.P., Steel Partners LLC, Warren G. Lichtenstein and Jack L. Howard,
dated February 20, 2009.
|
|
|
99.2
|
2009
Powers of Attorney.
|
9
CUSIP
NO. 375908100
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.
|
Dated: February
20, 2009
|
WEBFINANCIAL
L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
/s/
Jack L. Howard
|
|
|
JACK
L. HOWARD
|
10
CUSIP
NO. 375908100
SCHEDULE
A
Executive Officers of Steel Partners
LLC
|
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
|
11
Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D dated February 20, 2009 (including
amendments thereto) with respect to the Common Stock of Gilman Ciocia,
Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
|
Dated: February
20, 2009
|
WEBFINANCIAL
L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
/s/
Jack L. Howard
|
|
|
JACK
L. HOWARD
|
Exhibit
99.2
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Jack L. Howard signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
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STEEL
PARTNERS LLC
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|||
|
By:
|
Steel
Partners II GP LLC
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By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
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|
Manager
|
||||
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By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Sanford Antignas signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Steven Wolosky signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||