1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO, 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
454,163
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
454,163
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,163
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ARTHUR D. LIPSON
|
||
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
454,163
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
454,163
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,163
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT HEDGED PARTNERS 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
171,117
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
171,117
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,117
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT ACTIVISM 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
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
29,217
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
29,217
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,217
|
||
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
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN PARTNERS 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
83,749
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
83,749
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,749
|
||
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
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
|
||
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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
169,080
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
169,080
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,080
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
99.1
|
Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd. and Arthur D. Lipson, dated February 4, 2011.
|
Dated: February 4, 2011
|
WESTERN INVESTMENT LLC
|
||
By:
|
/s/ Arthur D. Lipson | ||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson | ||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
|||
By:
|
Western Investment LLC
|
||
Managing Member
|
|||
By:
|
/s/ Arthur D. Lipson | ||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson | ||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
|
|||
By:
|
Western Investment LLC
|
||
Investment Manager
|
|||
By:
|
/s/ Arthur D. Lipson | ||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson | |
ARTHUR D. LIPSON
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Don M. Seymour
Director
|
Businessperson
dms Management Ltd.
|
dms Management
P.O. Box 31910
dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands
|
Cayman Islands
|
David Bree
Director
|
Businessperson
dms Management Ltd.
|
dms Management
P.O. Box 31910
dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands
|
Cayman Islands
|
J.D. Clark & Co.
Secretary
|
Trust Company
|
2225 Washington Blvd.
Ogden, Utah 84401
|
United States
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
12/08/10
|
5,600
|
14.0849
|
|
12/09/10
|
900
|
14.1058
|
|
12/10/10
|
200
|
14.1185
|
|
12/10/10
|
800
|
14.1446
|
|
12/13/10
|
3,300
|
14.2869
|
|
12/14/10
|
3,400
|
14.2874
|
|
12/14/10
|
200
|
14.2585
|
|
12/15/10
|
5,000
|
14.2478
|
|
12/15/10
|
1,200
|
14.2621
|
|
12/17/10
|
1,200
|
14.2085
|
|
12/20/10
|
700
|
14.1852
|
|
12/20/10
|
300
|
14.1678
|
|
12/21/10
|
1,000
|
14.2364
|
|
12/22/10
|
300
|
14.2885
|
|
12/22/10
|
4,300
|
14.3085
|
|
12/23/10
|
120
|
14.3085
|
|
12/23/10
|
3,700
|
14.3446
|
|
12/27/10
|
12,500
|
14.3251
|
|
12/28/10
|
1,000
|
14.3085
|
|
12/29/10
|
1,000
|
14.4075
|
|
01/03/11
|
183
|
14.4798
|
|
01/04/11
|
1,600
|
14.4785
|
|
01/05/11
|
600
|
14.4432
|
|
01/06/11
|
2,200
|
14.4085
|
|
01/10/11
|
600
|
14.2994
|
|
01/11/11
|
2,300
|
14.2925
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
01/12/11
|
4,000
|
14.4506
|
|
01/13/11
|
1,000
|
14.5143
|
|
01/14/11
|
4,800
|
14.5811
|
|
01/18/11
|
1,700
|
14.5885
|
|
01/18/11
|
500
|
14.6625
|
|
01/19/11
|
1,200
|
14.7185
|
|
01/19/11
|
1,200
|
14.6767
|
|
01/20/11
|
8,400
|
14.7052
|
|
01/24/11
|
1,600
|
15.0100
|
|
01/24/11
|
4,600
|
14.9905
|
|
01/25/11
|
1,800
|
14.9906
|
|
01/26/11
|
1,900
|
15.0271
|
|
01/26/11
|
1,800
|
14.9953
|
|
01/27/11
|
500
|
15.1092
|
|
01/27/11
|
200
|
15.1250
|
|
01/31/11
|
600
|
15.0151
|
|
01/31/11
|
2,100
|
15.0084
|
|
02/01/11
|
100
|
15.0385
|
|
02/01/11
|
3,900
|
15.2015
|
|
02/02/11
|
3,700
|
15.1639
|
|
02/03/11
|
500
|
15.1014
|
|
02/04/11
|
1,200
|
15.1679
|
|
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
|||
12/30/10
|
2,525
|
14.4478
|
|
12/31/10
|
26,692
|
14.4733
|
|
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
|
|||
12/08/10
|
5,600
|
14.0849
|
|
12/09/10
|
900
|
14.1058
|
|
12/10/10
|
200
|
14.1185
|
|
12/10/10
|
800
|
14.1446
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
12/13/10
|
3,300
|
14.2869
|
|
12/14/10
|
3,400
|
14.2874
|
|
12/14/10
|
200
|
14.2585
|
|
12/15/10
|
5,099
|
14.2478
|
|
12/15/10
|
1,100
|
14.2621
|
|
12/17/10
|
1,100
|
14.2085
|
|
12/20/10
|
650
|
14.1858
|
|
12/20/10
|
400
|
14.1678
|
|
12/21/10
|
900
|
14.2370
|
|
12/22/10
|
300
|
14.2885
|
|
12/22/10
|
4,400
|
14.3084
|
|
12/23/10
|
3,714
|
14.3445
|
|
12/27/10
|
12,532
|
14.3251
|
|
12/28/10
|
1,100
|
14.3085
|
|
12/29/10
|
901
|
14.4080
|
|
01/04/11
|
1,500
|
14.4785
|
|
01/05/11
|
673
|
14.4432
|
|
01/06/11
|
2,200
|
14.4085
|
|
01/10/11
|
500
|
14.2994
|
|
01/11/11
|
2,375
|
14.2925
|
|
01/12/11
|
4,073
|
14.4506
|
|
01/13/11
|
900
|
14.5149
|
|
01/14/11
|
4,815
|
14.5811
|
|
01/18/11
|
1,636
|
14.5885
|
|
01/18/11
|
600
|
14.6608
|
|
01/19/11
|
1,100
|
14.7185
|
|
01/19/11
|
1,200
|
14.6767
|
|
01/20/11
|
8,398
|
14.7052
|
|
01/24/11
|
1,700
|
15.0100
|
|
01/24/11
|
4,593
|
14.9905
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
01/25/11
|
1,700
|
14.9906
|
|
01/26/11
|
1,800
|
15.0271
|
|
01/26/11
|
1,900
|
14.9951
|
|
01/27/11
|
565
|
15.1092
|
|
01/27/11
|
201
|
15.1249
|
|
01/31/11
|
600
|
15.0151
|
|
01/31/11
|
2,005
|
15.0085
|
|
02/01/11
|
3,928
|
15.2015
|
|
02/02/11
|
3,679
|
15.1639
|
|
02/03/11
|
450
|
15.1014
|
|
02/04/11
|
1,200
|
15.1679
|
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
12/08/10
|
5,535
|
14.0849
|
|
12/09/10
|
908
|
14.1057
|
|
12/10/10
|
200
|
14.1185
|
|
12/10/10
|
800
|
14.1446
|
|
12/13/10
|
3,400
|
14.2869
|
|
12/14/10
|
3,510
|
14.2873
|
|
12/14/10
|
200
|
14.2585
|
|
02/04/11
|
1,200
|
15.1679
|