SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) (C),
AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(b)
(Amendment No. 5)*
MVC Capital, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 per Share
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(Title of Class of Securities)
553829102
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 553829102 13G
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment, LLC
87-0623442
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
1,645,622 shares (comprised of 801,530 shares held by
Western Investment Hedged Partners LP, 665,117 shares
held by Western Investment Institutional Partners LLC,
144,058 shares held by Western Investment Activism Partners
LLC, 34,917 shares held by Western Investment Total Return
Fund Ltd., and 0 shares held by Western Investment Total
Return Partners, LP)
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,645,622 shares (comprised of 801,530 shares held by
WITH Western Investment Hedged Partners LP, 665,117 shares held
by Western Investment Institutional Partners LLC, 144,058
shares held by Western Investment Activism Partners LLC,
34,917 shares held by Western Investment Total Return
Fund Ltd., and 0 shares held by Western Investment Total
Return Partners, LP)
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,622 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.77%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Arthur D. Lipson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
1,698,622 shares (comprised of 801,530 shares held by
Western Investment Hedged Partners LP, 665,117 shares
held by Western Investment Institutional Partners LLC,
144,058 shares held by Western Investment Activism Partners
LLC, 34,917 shares held by Western Investment Total
Return Fund Ltd., 0 shares held by Western Investment Total
Return Partners LP, and 53,000 shares held by Mr.Lipson,
managing member of Western Investment, LLC, personally)
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,698,622 shares (comprised of 801,530 shares held by
WITH Western Investment Hedged Partners LP, 665,117 shares held
by Western Investment Institutional Partners LLC, 144,058
shares held by Western Investment Activism Partners LLC,
34,917 shares held by Western Investment Total Return Fund
Ltd., 0 shares held by Western Investment Total Return
Partners LP,and 53,000 shares held by Mr. Lipson
personally)
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,622 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.99%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Hedged Partners, LP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
801,530 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 801,530 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
801,530 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.30
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Institutional Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
665,117 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 665,117 shares
WITH
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,117 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.74%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Activism Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
144,058 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 144,058 shares
WITH
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,058 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.59%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Total Return Fund Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5. SOLE VOTING POWER
34,917 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 34,917 shares
WITH
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,917 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.14%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Investment Total Return Partners LP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
0 shares
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares
WITH
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8. SHARED DISPOSITIVE POWER
0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Item 1(a). Name of Issuer:
MVC Capital, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Riverview at Purchase
287 Bowman Avenue, 3rd Floor
Purchase, New York 10577
Item 2(a). Name of Person Filing:
This statement is jointly filed by Western Investment LLC ("WILLC"),
Arthur D. Lipson, Western Investment Hedged Partners LP ("WIHP"),
Western Investment Institutional Partners LLC ("WIIP"), Western
Investment Activism Partners LLC ("WIAP"), Western Investment Total
Return Fund Ltd. ("WITRL"), and Western Investment Total Return
Partners LP ("WITRP"). Each of the foregoing is referred to as a
"Reporting Person" and collectively as the "Reporting Persons." WILLC
has sole voting and investment power over WIHP's, WIIP's, WIAP's,
WITRL's and WITRP's security holdings and Mr. Lipson, in his role as
the managing member of WILLC, controls WILLC's voting and investment
decisions. Accordingly, the Reporting Persons may be deemed a group
for Section 13(d) purposes, and the Reporting Persons are filing this
joint statement. However, neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting
Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The principal business address of WILLC, Mr. Lipson, WIHP, WIIP, WIAP,
WITRL, and WITRP is
c/o Western Investment LLC
7050 S. Union Park Center
Suite 590
Midvale, Utah 84047
Item 2(c). Citizenship:
WILLC, WIIP, and WIAP are each a Delaware limited liability company.
WIHP and WITRP are each a Delaware limited partnership. WITRL is a
Cayman Islands corporation. Mr. Lipson is a citizen of the United States
of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP NUMBER:
553829102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with Sec.
240.13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec. 240.13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d01(c), check this box
|X|
Item 4. Ownership.
1. WILLC
(a) Amount beneficially owned: 1,645,622 shares
(b) Percent of class:
6.77% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,645,622 shares (comprised of 801,530 shares held by WIHP,
665,117 shares held by WIIP, 144,058 shares held by WIAP,
34,917 shares held by WITRL, and 0 shares held by WITRP).
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
1,645,622 shares (comprised of 801,530 shares held by WIHP,
665,117 shares held by WIIP, 144,058 shares held by WIAP,
34,917 shares held by WITRL, and 0 shares held by WITRP).
(iv) Shared power to dispose or to direct the disposition of
0 shares
2. Arthur D. Lipson
(a) Amount beneficially owned: 1,698,622 shares
(b) Percent of class:
6.99% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,698,622 shares (comprised of 801,530 shares held by WIHP,
665,117 shares held by WIIP, 144,058 shares held by WIAP,
34,917 shares held by WITRL, 0 shares held by WITRP and 53,000
shares held by Mr. Lipson personally).
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
1,698,622 shares (comprised of 801,530 shares held by WIHP,
665,117 shares held by WIIP, 144,058 shares held by WIAP,
34,917 shares held by WITRL, 0 shares held by WITRP, and
53,000 shares held by Mr. Lipson personally).
(iv) Shared power to dispose or to direct the disposition of
0 shares
3. WIHP
(a) Amount beneficially owned: 801,530 shares
(b) Percent of class:
3.30 (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
801,530 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
801,530 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
4. WIIP
(a) Amount beneficially owned: 665,117 shares
(b) Percent of class:
2.74% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
665,117 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
665,117 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
5. WIAP
(a) Amount beneficially owned: 144,058 shares
(b) Percent of class:
0.59% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
144,058 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
144,058 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
6. WITRL
(a) Amount beneficially owned: 34,917 shares
(b) Percent of class:
0.14% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
34,917 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
34,917 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
7. WITRP
(a) Amount beneficially owned: 0 shares
(b) Percent of class:
0.00% (based on 24,297,087 Shares of Common Stock, outstanding as of
December 29, 2008, as reported in the Issuer's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on December
29, 2008).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0 shares
(ii) Shared power to vote or to direct the vote
0 shares
(iii) Sole power to dispose or to direct the disposition of
0 shares
(iv) Shared power to dispose or to direct the disposition of
0 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the Beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The entities listed in response to Item 4(c) are known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
of such securities. No such entity holds more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Reported on by the Parent Holding Company.
See Item 4(c) above, which is incorporated by reference herein.
Item 8. Identification and Classification of members of the Group.
See Exhibit 99.1 to the Schedule 13G filed February 14, 2008.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and
correct.
February 14, 2009
--------------------------------
(Date)
/s/ Arthur D. Lipson
--------------------------------
Arthur D. Lipson
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
By: Western Investment L L C,
its Investment Manager
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN PARTNERS LP
By: Western Investment L L C,
its General Manager
By: /s/ Arthur D. Lipson, Managing Member