1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, 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
1,018,200
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,018,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,200
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND 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
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
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,018,200
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,018,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,200
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
STEEL
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
1,018,200
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,018,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,200
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
WEBFINANCIAL
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
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
1,018,200
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,018,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,200
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
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
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,018,200
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,018,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,200
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
|
99.1
|
Joint
Filing Agreement by and among Steel Partners II, L.P., Steel Partners II
Master Fund L.P., Steel Partners LLC, WebFinancial L.P. and Warren G.
Lichtenstein, dated January 5,
2009.
|
|
99.2
|
2009
Powers of Attorney.
|
Dated: January
5, 2009
|
STEEL
PARTNERS II, L.P.
|
||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
STEEL
PARTNERS LLC
|
||
By:
|
/s/ Sanford Antignas | |
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
WEBFINANCIAL
L.P.
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
/s/ Sanford Antignas | |
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
Name and Position
|
Present Principal
Occupation
|
Business Address
|
||
Warren
G. Lichtenstein, Chairman and Chief Executive Officer
|
Chairman
and Chief Executive Officer of Steel Partners LLC, a global management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Jack
L. Howard, President
|
President
of Steel Partners LLC, a global management firm, and a principal of Mutual
Securities, Inc., a registered broker dealer
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Sanford
Antignas, Managing Director, Chief Operating Officer and
Secretary
|
Managing
Director, Chief Operating Officer and Secretary of Steel Partners LLC, a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Michael
Falk,
Vice
President, Chief Financial Officer, Treasurer and Assistant
Secretary
|
Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
Dated: January
5, 2009
|
STEEL
PARTNERS II, L.P.
|
||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
STEEL
PARTNERS LLC
|
||
By:
|
/s/ Sanford Antignas | |
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
WEBFINANCIAL
L.P.
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/ Sanford Antignas | ||
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
/s/ Sanford Antignas | |
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Managing
Member
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Manager
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
/s/
Warren G. Lichtenstein
|
||||
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
Managing
Member
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Managing
Member
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Manager
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
/s/
Warren G. Lichtenstein
|
||||
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
Managing
Member
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Managing
Member
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
Manager
|
||||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
|
||||
Managing
Member
|
||||
/s/
Warren G. Lichtenstein
|
||||
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
By:
|
/s/
Warren G. Lichtenstein
|
|||
Warren
G. Lichtenstein
Managing
Member
|