UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Steel Partners Holdings GP Inc. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
 |  |  | See Explanation of Responses |
By: Steel Partners Holdings GP Inc., By: /s/ Jack L. Howard, President | 01/04/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 3 is being filed by Steel Partners Holdings GP Inc. ("Steel Holdings GP") as a result of an amendment to a certain management agreement with Steel Partners Holdings L.P. whereby Steel Holdings GP assumed the power to vote and dispose of securities beneficially owned by SPH Group Holdings LLC ("SPHG Holdings"). Steel Holdings GP is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. |
(2) | Shares owned directly by BNS Holding, Inc. ("BNS"). SPHG Holdings owns approximately 85% of the outstanding shares of Common Stock of BNS. Steel Holdings GP is the manager of SPHG Holdings. Accordingly, Steel Holdings GP may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by BNS. Steel Holdings GP disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by BNS except to the extent of its pecuniary interest therein. |