FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2009 |
3. Issuer Name and Ticker or Trading Symbol
GILMAN CIOCIA, INC. [ GTAX.OB ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.01 par value | 10,457,940 | D(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. This Form 3 is being filed as a result of a merger effective January 1, 2009, whereby WebFinancial Corporation merged with and into WebFinancial L.P. ("Web L.P."), with Web L.P. as the surviving entity. The securities reported in this Form 3 are owned directly by Web L.P., and owned indirectly by Steel Partners II Master Fund L.P. ("Steel Master") by virtue of it being the owner of approximately 99% of the limited partnership interests in Web L.P., by Steel Partners LLC ("Partners LLC") by virtue of it being the manager of Web L.P. and Steel Master, and by Warren Lichtenstein by virtue of his being the manager of Partners LLC. |
2. Each of Steel Master, Partners LLC and Warren Lichtenstein disclaims beneficial ownership of the securities owned by Web L.P. except to the extent of its or his pecuniary interest therein. |
Remarks: |
By: WebFinancial L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member | 02/20/2009 | |
By: Steel Partners II Master Fund L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Managing Member | 02/20/2009 | |
By: Steel Partners LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Manager | 02/20/2009 | |
By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein | 02/20/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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
|
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
|
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
|