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
|
o | |
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
|
o | |
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
1,215,800 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
1,215,800 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,215,800 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% | ||
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
1,203,450 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
1,203,450 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,450 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% | ||
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
317,500 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
317,500 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,500 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% | ||
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
317,500 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
317,500 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,500 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% | ||
14 |
TYPE OF REPORTING PERSON
OO |
1 |
NAME OF REPORTING PERSON
HAMMERMAN CAPITAL PARTNERS, LP | ||
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
107,000 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
107,000 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,000 | ||
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
PN |
1 |
NAME OF REPORTING PERSON
SGAP BROWN TRUST | ||
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
N/A | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,000 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
6,000 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000 | ||
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
OO |
1 |
NAME OF REPORTING PERSON
JDD TRUST | ||
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
N/A | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
12,991 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
12,991 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,991 | ||
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
JASON HAMMERMAN | ||
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
107,000 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
107,000 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,000 | ||
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
J. HUNTER BROWN | ||
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
18,991 | |
8 |
SHARED VOTING POWER
- 0 - | ||
9 |
SOLE DISPOSITIVE POWER
18,991 | ||
10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991 | ||
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 |
Item 2. |
Identity and Background. |
Item 4. |
Purpose of the 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 Kingstown Partners L.P., Kingstown Capital Partners LLC, Michael Blitzer, Guy Shanon, Kingstown Capital Management L.P. and Kingstown Management GP LLC, dated September 8, 2009. |
Dated: September 8, 2009 |
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, individually and as attorney-in-fact for Jason Hammerman, J. Hunter Brown, Hammerman Capital Partners, LP, SGAP Brown Trust and JDD Trust |
/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 |