1
|
NAME
OF REPORTING PERSON
KINGSTOWN
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
883,500
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
883,500
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,500
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
KINGSTOWN
CAPITAL 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
883,500
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
883,500
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,500
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
MICHAEL
BLITZER
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF,
PF
|
||
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
1,128,300
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,128,300
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,128,300
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
GUY
SHANON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF,
PF
|
||
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
1,115,950
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,115,950
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,950
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
KINGSTOWN
CAPITAL MANAGEMENT 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
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
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
230,000
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
230,000
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
KINGSTOWN
MANAGEMENT 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
230,000
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
230,000
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
Item
2.
|
Identity and
Background.
|
|
Item
2(a) is hereby amended and restated to read as
follows:
|
|
Item
2(b) is hereby amended to add the
following:
|
|
Item
2(c) is hereby amended and restated to read as
follows:
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
|
Item
3 is hereby amended to add the
following:
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
99.1
|
Joint
Filing Agreement by and among Kingstown Partners L.P., Kingstown Capital
Partners LLC, Michael Blitzer, Guy Shanon, Kingstown Capital Management
L.P. and Kingstown Management GP LLC, dated December 29,
2008.
|
Dated:
December 29, 2008
|
KINGSTOWN
PARTNERS L.P.
|
||
By:
|
Kingstown
Capital Partners LLC
|
||
its
general partner
|
|||
By:
|
/s/ Michael Blitzer | ||
Michael
Blitzer
Managing
Member
|
KINGSTOWN
CAPITAL PARTNERS LLC
|
||
By:
|
/s/ Michael Blitzer | |
Michael
Blitzer
Managing
Member
|
/s/ Michael Blitzer | |
MICHAEL
BLITZER
|
/s/ Guy Shanon | |
GUY
SHANON
|
KINGSTOWN
CAPITAL MANAGEMENT L.P.
|
|||
By:
|
Kingstown
Management GP LLC
|
||
its
general partner
|
|||
By:
|
/s/ Michael Blitzer | ||
Michael
Blitzer
Managing
Member
|
KINGSTOWN
MANAGEMENT GP LLC
|
||
By:
|
/s/ Michael Blitzer | |
Michael
Blitzer
Managing
Member
|
Class
of
Security
|
Securities
Purchased
|
Price
Per
Share ($)
|
Date
of
Purchase
|
Common
Stock
|
25,000
|
0.886
|
12/05/08
|
||
Common
Stock
|
25,000
|
0.886
|
12/08/08
|
||
Common
Stock
|
32,500
|
1.0315
|
12/15/08
|
||
Common
Stock
|
47,500
|
0.86
|
12/17/08
|
||
Common
Stock
|
100,000
|
0.755
|
12/24/08
|