1
|
NAME OF REPORTING PERSON
SPH GROUP HOLDINGS 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, 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
6,599,531
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,599,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,599,531
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SPH GROUP 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
6,599,531
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,599,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,599,531
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
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
6,599,531
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,599,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,599,531
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
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
6,599,531
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,599,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,599,531
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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, 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
100,000
|
|
8
|
SHARED VOTING POWER
6,599,531
|
||
9
|
SOLE DISPOSITIVE POWER
100,000
|
||
10
|
SHARED DISPOSITIVE POWER
6,599,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,699,531
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN H. MCNAMARA, JR.
|
||
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
1,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
|
||
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
|
1
|
NAME OF REPORTING PERSON
JOHN J. QUICKE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
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
|
1
|
NAME OF REPORTING PERSON
GLEN M. KASSAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
100,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
|
||
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
|
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
AF, 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
58,642
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
58,642
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,642
|
||
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
|
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
|
||
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
57,642
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
57,642
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,642
|
||
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
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Dated: August 8, 2011
|
SPH GROUP HOLDINGS LLC
|
|
By:
|
Steel Partners Holdings GP Inc.
Manager
|
|
By:
|
/s/ Sanford Antignas
|
|
Sanford Antignas
Chief Operating Officer
|
SPH GROUP LLC
|
|||
By:
|
Steel Partners Holdings GP Inc.
Managing Member
|
||
By:
|
/s/ Sanford Antignas
|
||
Sanford Antignas
Chief Operating Officer
|
STEEL PARTNERS HOLDINGS L.P.
|
|||
By:
|
Steel Partners Holdings GP Inc.
General Partner
|
||
By:
|
/s/ Sanford Antignas
|
||
Sanford Antignas
Chief Operating Officer
|
STEEL PARTNERS LLC
|
||
By:
|
/s/ Sanford Antignas
|
|
Sanford Antignas
Chief Operating Officer
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for John J. Quicke
|
/s/ John H. McNamara, Jr
|
|
JOHN H. MCNAMARA, JR.
|
/s/ Sanford Antignas
|
|
SANFORD ANTIGNAS
as Attorney-In-Fact for Glen M. Kassan
|
/s/ Jack L. Howard
|
|
JACK L. HOWARD
|
EMH HOWARD, LLC
|
||
By:
|
/s/ Jack L. Howard
|
|
Jack L. Howard
Managing Member
|
Name
|
Present Principal Business
|
Business Address
|
||
Steel Partners Holdings GP Inc.
|
General Partner of Steel Partners Holdings L.P.,
Managing Member of SPH Group LLC and
Manager of SPH Group Holdings LLC
|
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
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
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Chairman,
Chief Executive Officer and Director
|
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, Chief Operating Officer,
Secretary and Director
|
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
|
||
Anthony Bergamo, Director
|
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, Director
|
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, Director
|
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, Director
|
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, Director
|
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
|
Class of
Security
|
Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
Common Stock
|
4,500
|
13.4900
|
6/06/11
|
|
Common Stock
|
4,500
|
13.2539
|
6/07/11
|
|
Common Stock
|
700
|
13.2571
|
6/08/11
|
|
Common Stock
|
3,931
|
13.4500
|
6/09/11
|
|
Common Stock
|
35,000
|
13.4500
|
6/10/11
|
|
Common Stock
|
7,000
|
12.7600
|
6/13/11
|
|
Common Stock
|
1,201
|
12.1351
|
6/14/11
|
|
Common Stock
|
5,969
|
12.3571
|
6/15/11
|
|
Common Stock
|
2,600
|
12.9088
|
6/16/11
|
|
Common Stock
|
7,200
|
13.2955
|
6/17/11
|
|
Common Stock
|
9,300
|
13.4270
|
6/20/11
|
|
Common Stock
|
1,401
|
14.0000
|
7/29/11
|
|
Common Stock
|
8,424
|
13.9915
|
8/01/11
|
|
Common Stock
|
5,000
|
13.9548
|
8/03/11
|
|
Common Stock
|
108,000
|
14.0000
|
8/04/11
|
|
Common Stock
|
10,000
|
11.9117
|
8/05/11
|