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
1,122,524
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,122,524
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,524
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
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, 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
1,122,734
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,122,734
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,734
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
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
492,448
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
492,448
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
492,448
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
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
133,384
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
133,384
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,384
|
||
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
100
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
100
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
||
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
496,092
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
496,092
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,092
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
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
400,686
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
400,686
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,686
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS PARTNERS, L.L.C.
|
||
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
100
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
100
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
||
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
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
||
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
400,786
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
400,786
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,786
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ROBERT FERGUSON
|
||
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
400,786
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
400,786
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,786
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
SCOTT FRANZBLAU
|
||
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
400,786
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
400,786
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,786
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Dated: January 18, 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
|
BENCHMARK PLUS PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
||
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
/s/ Robert Ferguson
|
|
ROBERT FERGUSON
|
/s/ Scott Franzblau
|
|
SCOTT FRANZBLAU
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
01/05/11
|
1,900
|
10.9519
|
|
01/06/11
|
3,312
|
11.1857
|
|
01/07/11
|
9,726
|
11.1531
|
|
01/10/11
|
2,400
|
11.2159
|
|
01/10/11
|
8,500
|
11.2250
|
|
01/11/11
|
2,215
|
11.3109
|
|
01/11/11
|
7,006
|
11.3139
|
|
01/12/11
|
2,100
|
11.4674
|
|
01/12/11
|
15,589
|
11.4643
|
|
01/13/11
|
200
|
11.4785
|
|
01/13/11
|
12,847
|
11.5007
|
|
01/18/11
|
2,300
|
11.5741
|
|
01/18/11
|
3,900
|
11.5774
|
|
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
|||
01/03/11
|
4,800
|
10.8607
|
|
01/03/11
|
13,500
|
10.8508
|
|
01/04/11
|
5,300
|
10.9218
|
|
01/04/11
|
4,000
|
10.8776
|
|
01/05/11
|
1,900
|
10.9519
|
|
01/06/11
|
3,300
|
11.1857
|
|
01/07/11
|
9,600
|
11.1531
|
|
01/10/11
|
2,300
|
11.2159
|
|
01/10/11
|
8,455
|
11.2250
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
|
01/11/11
|
2,200
|
11.3109
|
|
01/11/11
|
6,900
|
11.3139
|
|
01/12/11
|
2,000
|
11.4674
|
|
01/12/11
|
15,700
|
11.4643
|
|
01/13/11
|
200
|
11.4785
|
|
01/13/11
|
12,900
|
11.5007
|
|
01/14/11
|
306
|
11.5624
|
|
01/18/11
|
2,300
|
11.5741
|
|
01/18/11
|
3,800
|
11.5774
|
|
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
|
|||
01/03/11
|
4,810
|
10.8607
|
|
01/03/11
|
13,547
|
10.8508
|
|
01/04/11
|
5,462
|
10.9218
|
|
01/04/11
|
3,900
|
10.8776
|
|
01/05/11
|
1,900
|
10.9519
|
|
01/06/11
|
3,300
|
11.1857
|
|
01/07/11
|
9,600
|
11.1531
|
|
01/10/11
|
2,300
|
11.2159
|
|
01/10/11
|
8,500
|
11.2250
|
|
01/11/11
|
2,200
|
11.3109
|
|
01/11/11
|
6,900
|
11.3139
|
|
01/12/11
|
2,000
|
11.4674
|
|
01/12/11
|
15,700
|
11.4643
|
|
01/13/11
|
200
|
11.4785
|
|
01/13/11
|
12,900
|
11.5007
|
|
01/18/11
|
2,252
|
11.5741
|
|
01/18/11
|
3,948
|
11.5774
|