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. 7)1
Gilman Ciocia, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
375908100
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 2013
(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).
|
1 |
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS L.P. | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
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
4,812,940 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,812,940 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,812,940 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | |
|
14 |
TYPE OF REPORTING PERSON
PN | |
|
1 |
NAME OF REPORTING PERSONS
SPH GROUP LLC | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
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
4,812,940 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,812,940 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,812,940 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | |
|
14 |
TYPE OF REPORTING PERSON
OO | |
|
1 |
NAME OF REPORTING PERSONS
SPH GROUP HOLDINGS LLC | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
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
4,812,940 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,812,940 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,812,940 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | |
|
14 |
TYPE OF REPORTING PERSON
OO | |
|
1 |
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS GP INC. | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
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
4,812,940 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,812,940 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,812,940 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | |
|
14 |
TYPE OF REPORTING PERSON
CO | |
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
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 4,812,940 Shares owned directly by SPHG Holdings is approximately $481,294, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with its working capital.
Set forth on Schedule A annexed hereto (“Schedule A”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A to Amendment No. 5, filed with the Securities and Exchange Commission on July 29, 2013 (“Amendment No. 5 Schedule A”).
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) 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 96,446,179 Shares outstanding, which is the total number of Shares outstanding as of August 7, 2013, as reported in the Issuer’s Definitive Proxy Statement on Form DREM14A filed with the Securities and Exchange Commission on August 9, 2013.
As of the close of business on August 30, 2013, SPHG Holdings owned directly 4,812,940 Shares, constituting approximately 4.99% of the Shares outstanding. By virtue of their relationships with SPHG Holdings discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
Set forth on Schedule A is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Amendment No. 5 Schedule A. Unless otherwise indicated thereon, each of the persons listed on Schedule A has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
(b) Each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by SPHG Holdings.
(c) Schedule B annexed hereto (“Schedule B”) lists all transactions in the Shares of the Issuer since the filing of Amendment No. 6 to the Schedule 13D by the Reporting Persons. All of such transactions were effected in the open market.
Item 5(e) is hereby amended and restated as follows:
(e) As of August 29, 2013, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
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: September 3, 2013 |
STEEL PARTNERS HOLDINGS L.P. | ||
|
By: |
Steel Partners Holdings GP Inc. | ||
|
By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
|
SPH GROUP LLC | |||
|
By: |
Steel Partners Holdings GP Inc. | ||
|
By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
|
SPH GROUP HOLDINGS LLC | |||
|
By: |
Steel Partners Holdings GP Inc. | ||
|
By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
|
STEEL PARTNERS HOLDINGS GP INC. | |||
|
By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
SCHEDULE A
Interest in Securities of the Issuer by the Officers and Directors Listed on Amendment No. 5 Schedule A
|
Name |
Number of Shares Beneficially Owned |
Percentage |
Aggregate Cost |
|
|
|
|
|
|
Anthony Bergamo |
10 |
Less than 1% |
Nominal |
SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D
|
Class of |
Securities |
Price ($) |
Date of |
|
SPH Group Holdings LLC | |||
|
Common Stock |
1,550,000 |
0.0530 |
8/29/2013 |
|
Common Stock |
300,000 |
0.0530 |
8/30/2013 |