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. 2)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
Authorized
to Receive Notices and Communications)
July 15,
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
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
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
10,457,940
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
10,457,940
|
||
|
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
|
o
|
|
|
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 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
10,457,940
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
10,457,940
|
||
|
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
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 375908100
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP 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
10,457,940
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
10,457,940
|
||
|
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
|
o
|
|
|
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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
10,457,940
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
10,457,940
|
||
|
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
|
o
|
|
|
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,
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
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
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 375908100
|
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,
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
NEW
YORK
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
84,450
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
84,450
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,450
|
||
|
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
|
||
7
CUSIP
NO. 375908100
The
following constitutes Amendment No. 2 to the Schedule 13D filed by the
undersigned (“Amendment No. 2”). This Amendment No. 2 amends the
Schedule 13D as specifically set forth.
|
Item
2.
|
Identity and
Background.
|
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 LLC, a Delaware limited liability company (“Partners LLC”), Steel
Partners II GP LLC, a Delaware limited liability company (“Steel Partners GP”),
EMH Howard, LLC, a New York limited liability company (“EMH”), Warren G.
Lichtenstein and Jack L. Howard. Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting
Persons.”
Partners
LLC is the manager of Steel Holdings. Steel Partners GP is the
general partner of Steel Holdings. Warren G. Lichtenstein is the
manager of Partners LLC and the managing member of Steel Partners
GP. Jack L. Howard is the President of Partners LLC. EMH
is an affiliate of Mr. Howard. By virtue of these relationships, each
of Partners LLC, Steel Partners GP and Mr. Lichtenstein may be deemed to
beneficially own the Shares 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, Partners LLC, Steel
Partners GP, EMH, Warren G. Lichtenstein and Jack L. Howard 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 Partners LLC is
serving as the manager of Steel Holdings. The principal business of
Steel Partners GP is serving as the general partner of 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. The principal occupation of Jack L. Howard is serving as
the President of Partners LLC and serving as a principal of Mutual Securities,
Inc., a registered broker dealer. EMH is a family-owned holding
company whose principal business is investing in securities.
(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.
8
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.
|
Item 3 is
hereby amended and restated to read as follows:
The
aggregate purchase price of the 10,457,940 Shares owned by Steel Holdings is
approximately $1,354,741, including brokerage commissions. The Shares
owned by Steel Holdings were acquired with the working capital of a predecessor
entity of Steel Holdings.
The
aggregate purchase price of the 115,250 Shares that may be deemed to be
beneficially owned by Mr. Howard is approximately $12,645, including brokerage
commissions. The Shares that may be deemed to be beneficially owned
by Mr. Howard were acquired with personal funds of Mr. Howard and the working
capital of EMH.
Steel
Holdings 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.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
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 95,868,611 Shares outstanding, which is the total number of Shares
outstanding as of May 6, 2009 as reported in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on May 15, 2009.
As of the
close of business on July 21, 2009, Steel Holdings owned 10,457,940 Shares,
constituting approximately 10.9% of the Shares outstanding. By virtue
of their relationships with Steel Holdings discussed in further detail in Item
2, each of Partners LLC, Steel Partners GP and Warren G. Lichtenstein may be
deemed to beneficially own the Shares owned by Steel Holdings.
As of the
close of business on July 21, 2009, Jack L. Howard may be deemed to beneficially
own an aggregate of 115,250 Shares, consisting of 30,800 Shares owned directly
by Mr. Howard and 84,450 Shares owned directly by EMH, constituting in the
aggregate less than 1% of the outstanding Shares. By virtue of his
relationship with EMH discussed in further detail in Item 2, Jack L. Howard may
be deemed to beneficially own the Shares owned by EMH.
Each of
the Reporting Persons, as a member of a “group” with the other Reporting Persons
for 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 owned
by the other Reporting Persons.
(b) Each
of the Reporting Persons (other than EMH and Mr. Howard) may be deemed to have
shared power to vote and dispose of the Shares reported in this Schedule 13D
owned directly by Steel Holdings. Jack L. Howard and EMH have the
sole power to vote and dispose of the Shares reported in this Schedule 13D owned
directly by Mr. Howard and EMH.
(c) There
have been no transactions in the Shares by the Reporting Persons during the past
60 days.
9
CUSIP
NO. 375908100
(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.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
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.
|
Item 7 is
hereby amended to add the following exhibit:
|
|
99.1
|
Joint
Filing Agreement by and among Steel Partners Holdings L.P., Steel Partners
LLC, Steel Partners II GP LLC, EMH Howard, LLC, Warren G. Lichtenstein and
Jack L. Howard, dated July 22,
2009.
|
10
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:
July 22, 2009
|
STEEL
PARTNERS HOLDINGS 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
|
||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
/s/
Jack L. Howard
|
|
|
JACK
L. HOWARD
|
|
EMH
HOWARD, LLC
|
||
|
By:
|
/s/
Jack L. Howard
|
|
|
Jack
L. Howard
Managing
Member
|
||
11
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
|
Executive Officers of Steel Partners
II GP 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
|
12
CUSIP
NO. 375908100
Individuals Serving the
Function of Directors of Steel Partners Holdings L.P.
|
Name
|
Present Principal Occupation
|
Business Address
|
||
|
Anthony
Bergamo
|
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
|
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
|
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
|
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
|
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
|
||
|
Warren
G. Lichtenstein
|
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
|
||
|
Sanford
Antignas
|
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
|
13
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 July 22, 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:
July 22, 2009
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STEEL
PARTNERS HOLDINGS 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
|
||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
|
/s/
Jack L. Howard
|
|
|
JACK
L. HOWARD
|
|
EMH
HOWARD, LLC
|
||
|
By:
|
/s/
Jack L. Howard
|
|
|
Jack
L. Howard
Managing
Member
|
||