1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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) x
(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
- 0 -
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Dated: March
11, 2008
|
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,
Its
General Partner
|
||
By:
|
/s/
Arthur D. Lipson
|
||
Name:
|
Arthur
D. Lipson
|
||
Title:
|
Managing
Member
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|||
By:
|
Western
Investment LLC,
Its
Managing Member
|
||
By:
|
/s/
Arthur D. Lipson
|
||
Name:
|
Arthur
D. Lipson
|
||
Title:
|
Managing
Member
|
||
/s/
Arthur D. Lipson
|
|||
ARTHUR
D. LIPSON
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark
Plus Management, L.L.C.,
Its
Managing Member
|
||
By:
|
/s/
Scott Franzblau
|
||
Name:
|
Scott
Franzblau
|
||
Title:
|
Managing
Member
|
||
By:
|
/s/
Robert Ferguson
|
||
Name:
|
Robert
Ferguson
|
||
Title:
|
Managing
Member
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|||
By:
|
Benchmark
Plus Management, L.L.C.,
Its
Managing Member
|
||
By:
|
/s/
Scott Franzblau
|
||
Name:
|
Scott
Franzblau
|
||
Title:
|
Managing
Member
|
||
By:
|
/s/
Robert Ferguson
|
||
Name:
|
Robert
Ferguson
|
||
Title:
|
Managing
Member
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/
Scott Franzblau
|
||
Name:
|
Scott
Franzblau
|
||
Title:
|
Managing
Member
|
||
By:
|
/s/
Robert Ferguson
|
||
Name:
|
Robert
Ferguson
|
||
Title:
|
Managing
Member
|
/s/
Robert Ferguson
|
|
ROBERT
FERGUSON
|
/s/
Scott Franzblau
|
|
SCOTT
FRANZBLAU
|
Shares
of Common Stock
Purchased /
(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
4,500
|
15.3938
|
1/25/2008
|
|
1,100
|
15.7398
|
1/28/2008
|
|
23,800
|
16.0528
|
1/31/2008
|
|
3,900
|
16.5483
|
2/01/2008
|
|
(600)
|
15.3481
|
2/11/2008
|
|
(5,000)
|
15.3373
|
2/12/2008
|
|
(1,700)
|
15.1973
|
2/12/2008
|
|
(646,338)*
|
--
|
3/10/2008
|
10,000
|
14.5528
|
1/23/2008
|
|
4,500
|
15.3938
|
1/25/2008
|
|
23,900
|
16.0528
|
1/31/2008
|
|
4,000
|
16.5483
|
2/01/2008
|
|
(200)
|
16.0373
|
2/06/2008
|
|
(600)
|
15.3481
|
2/11/2008
|
|
(5,000)
|
15.3373
|
2/12/2008
|
|
(1,800)
|
15.1973
|
2/12/2008
|
|
(669,982)*
|
--
|
03/10/2008
|
(1,148)!*
|
--
|
03/10/2008
|
(4,600)
|
14.8109
|
1/11/2008
|
|
(5,200)
|
14.7336
|
1/14/2008
|
|
(2,500)
|
15.4634
|
1/28/2008
|
|
(3,800)
|
15.9997
|
1/30/2008
|
|
(10,900)
|
16.3896
|
2/05/2008
|
|
(100)
|
15.2098
|
2/13/2008
|
|
(619,401)*
|
--
|
3/10/2008
|
(4,500)
|
14.8109
|
1/11/2008
|
|
(5,100)
|
14.7336
|
1/14/2008
|
|
(2,500)
|
15.4634
|
1/28/2008
|
|
(3,800)
|
15.9997
|
1/30/2008
|
|
(10,900)
|
16.3896
|
2/05/2008
|
|
(378,300)*
|
--
|
3/10/2008
|