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TRI-CONTINENTAL Corp — Major Shareholding Notification 2008
Dec 9, 2008
31803_mrq_2008-12-09_0f1ee392-8c87-4f2b-a4c7-8642af08f438.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da1106290008_12052008.htm sc13da1106290008_12052008.htm Licensed to: Olshan Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 11) 1
Tri-Continental Corporation
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
895436103
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 2008
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 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 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 (“Act”) 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. 895436103
| 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 | |
| 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 5,143,215 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 5,143,215 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,143,215 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.96% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
2
CUSIP NO. 895436103
| 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 5,144,116 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 5,144,116 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,144,116 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.96% | |
| 14 | TYPE
OF REPORTING PERSON IN | |
3
CUSIP NO. 895436103
| 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 2,097,615 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 2,097,615 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,097,615 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.02% | |
| 14 | TYPE
OF REPORTING PERSON PN | |
4
CUSIP NO. 895436103
| 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 1,969,700 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,969,700 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,969,700 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
5
CUSIP NO. 895436103
| 1 | NAME
OF REPORTING PERSON WESTERN
INVESTMENT INSTITUTIONAL 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 992,100 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 992,100 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 992,100 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less
than 1% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
6
CUSIP NO. 895436103
| 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 | |
| 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 - 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 CO | |
7
CUSIP NO. 895436103
| 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 83,800 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 83,800 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,800 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less
than 1% | |
| 14 | TYPE
OF REPORTING PERSON PN | |
8
CUSIP NO. 895436103
| 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 1,810,050 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,810,050 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,050 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
9
CUSIP NO. 895436103
| 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 1,525,175 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 1,525,175 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,175 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.47% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
10
CUSIP NO. 895436103
| 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 3,335,225 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 3,335,225 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.22% | |
| 14 | TYPE
OF REPORTING PERSON OO | |
11
CUSIP NO. 895436103
| 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 3,335,225 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 3,335,225 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.22% | |
| 14 | TYPE
OF REPORTING PERSON IN | |
12
CUSIP NO. 895436103
| 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 3,335,225 |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER 3,335,225 |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.22% | |
| 14 | TYPE
OF REPORTING PERSON IN | |
13
CUSIP NO. 895436103
The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by the undersigned. This Amendment No. 11 amends the Schedule 13D as specifically set forth.
ITEM 3. Source and Amount of Funds or Other Consideration .
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 5,143,215 shares of common stock, $.50 par value per share (the “Common Stock”) beneficially owned by WILLC is approximately $99,269,591, including brokerage commissions. The shares of Common Stock beneficially owned by WILLC were acquired with the working capital of each of WIHP, WIAP, WIIP and WITRP. The aggregate purchase price of the 901 shares of Common Stock owned directly by Mr. Lipson is approximately $18,785, including brokerage commissions. The shares of Common Stock owned directly by Mr. Lipson were acquired with personal funds. The aggregate purchase price of the 3,335,225 shares of Common Stock beneficially owned by BPM is approximately $60,782,340, including brokerage commissions. The shares of Common Stock beneficially owned by BPM were acquired with the working capital of BPIP and the working capital of BPP.
ITEM 5. Interest in Securities of the Issuer .
Item 5 is hereby amended and restated as follows:
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 103,738,828 shares of Common Stock outstanding as of November 10, 2008, as reported in the Issuer’s Offer to Purchase filed as Exhibit 99.(A)(1)(i) to the Issuer’s Schedule TO filed with the Securities and Exchange Commission on November 12, 2008.
As of the close of business on December 5, 2008, WIHP, WIAP, WIIP and WITRP beneficially owned 2,097,615, 1,969,700, 992,100 and 83,800 shares of Common Stock, respectively, constituting approximately 2.02%, 1.90%, less than 1% and less than 1%, respectively, of the shares of Common Stock outstanding. WILLC beneficially owned 5,143,215 shares of Common Stock, constituting approximately 4.96% of the shares of Common Stock outstanding. Mr. Lipson beneficially owned 5,144,116 shares of Common Stock, constituting approximately 4.96% of the shares of Common Stock outstanding.
As the general partner or managing member, as the case may be, of WIHP, WIAP, WIIP and WITRP, WILLC may be deemed to beneficially own the 5,143,215 shares of Common Stock owned in the aggregate by WIHP, WIAP, WIIP and WITRP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 5,143,215 shares of Common Stock beneficially owned by WILLC, in addition to the 901 shares of Common Stock owned directly by Mr. Lipson.
14
CUSIP NO. 895436103
As of the close of business on December 5, 2008, BPIP and BPP beneficially owned 1,810,050 and 1,525,175 shares of Common Stock, respectively, constituting approximately 1.75% and 1.47%, respectively, of the shares of Common Stock outstanding. As the managing member of BPIP and BPP, BPM may be deemed to beneficially own the 3,335,225 shares of Common Stock owned in the aggregate by BPIP and BPP, constituting approximately 3.22% of the shares of Common Stock outstanding. As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 3,335,225 shares of Common Stock beneficially owned by BPM, constituting approximately 3.22% of the shares of Common Stock outstanding.
Each of the Western Entities disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.
Each of the Benchmark Entities disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by the Western Entities by virtue of their respective positions as described in paragraph (a).
Each of BPM, Mr. Ferguson and Mr. Franzblau is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by the Benchmark Entities by virtue of their respective positions as described in paragraph (a).
None of the Western Entities has voting or dispositive control over the shares of Common Stock held by the other Reporting Persons. None of the Benchmark Entities has voting or dispositive control over the shares of Common Stock held by the other Reporting Persons.
(c) Schedule A annexed hereto lists all transactions in the shares of Common Stock by the Reporting Persons during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e) Effective December 8, 2008, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
On December 8, 2008, Western, BPIP and BPP entered into an agreement (the “Agreement”) whereby Western agreed to cease providing recommendations to BPIP and BPP with respect to purchases and sales of securities of the Issuer. In addition, pursuant to the terms of the Agreement, BPIP, BPP, BPM, Mr. Ferguson and Mr. Franzblau are no longer members of a “group” with respect to the securities of the Issuer with the other Reporting Persons.
Since the filing of Amendment No. 10, each of WIHP, WIAP and WIIP has unwound its position with respect to the Swap Arrangements. Accordingly, as of the close of business on December 5, 2008, WIHP, WIAP and WIIP are no longer parties to the Swap Arrangements.
15
CUSIP NO. 895436103
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| /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 |
16
| WESTERN
INVESTMENT TOTAL RETURN FUND LTD. — By: | Western
Investment LLC | |
| --- | --- | --- |
| | Investment
Manager | |
| By: | /s/
Arthur D. Lipson | |
| | Name: | Arthur
D. Lipson |
| | Title: | Managing
Member |
| WESTERN
INVESTMENT INSTITUTIONAL PARTNERS LLC — By: | Western
Investment LLC | |
| --- | --- | --- |
| | 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. | |
| --- | --- | --- |
| | Managing
Member | |
| By: | /s/
Robert Ferguson | |
| | Name: | Robert
Ferguson |
| | Title: | Managing
Member |
| By: | /s/
Scott Franzblau | |
| | Name: | Scott
Franzblau |
| | Title: | Managing
Member |
17
CUSIP NO. 895436103
| 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 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 |
18
CUSIP NO. 895436103
SCHEDULE A
Transactions in the Shares of Common Stock During the Past 60 Days
Shares of Common Stock Purchased / Sold Price Per Share($) Date of Purchase / Sale
WESTERN INVESTMENT HEDGED PARTNERS L.P.
| (1,500) | 12.1074 | 10/14/08 |
|---|---|---|
| (15,200) | 10.9044 | 10/16/08 |
| (1,500) | 10.4374 | 10/24/08 |
| (13,800) | 10.6590 | 10/27/08 |
| (2,000) | 11.0423 | 10/29/08 |
| (25,000) | 12.3530 | 11/04/08 |
| (80,900) | 12.0034 | 11/05/08 |
| (23,700) | 11.2097 | 11/06/08 |
| (86,200) | 11.3766 | 11/07/08 |
| (70,500) | 11.3956 | 11/10/08 |
| (65,200) | 10.9788 | 11/11/08 |
| (59,900) | 10.6231 | 11/12/08 |
| (38,500) | 10.4733 | 11/13/08 |
| (45,600) | 10.8592 | 11/14/08 |
| (5,900) | 10.5823 | 11/17/08 |
| (58,000) | 10.2930 | 11/18/08 |
| (27,000) | 10.2209 | 11/19/08 |
| (6,800) | 9.3173 | 11/20/08 |
| (1,200) | 9.3391 | 11/21/08 |
| (1,200) | 10.2075 | 11/24/08 |
| (10,000) | 9.8033 | 11/25/08 |
| (15,000) | 10.2028 | 11/26/08 |
| (8,200) | 10.5247 | 11/28/08 |
| (22,500) | 10.0936 | 12/01/08 |
19
CUSIP NO. 895436103
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
| (1,500) | 12.1074 | 10/14/08 |
|---|---|---|
| (200) | 11.3874 | 10/15/08 |
| (2,700) | 10.9007 | 10/16/08 |
| (12,500) | 10.9044 | 10/16/08 |
| (1,600) | 10.4374 | 10/24/08 |
| (14,100) | 10.6590 | 10/27/08 |
| (1,300) | 10.3628 | 10/28/08 |
| (2,100) | 11.0423 | 10/29/08 |
| (25,000) | 12.3530 | 11/04/08 |
| (81,000) | 12.0034 | 11/05/08 |
| (23,700) | 11.2097 | 11/06/08 |
| (86,300) | 11.3766 | 11/07/08 |
| (70,600) | 11.3956 | 11/10/08 |
| (65,200) | 10.9788 | 11/11/08 |
| (60,000) | 10.6231 | 11/12/08 |
| (38,600) | 10.4733 | 11/13/08 |
| (45,700) | 10.8592 | 11/14/08 |
| (6,000) | 10.5824 | 11/17/08 |
| (58,000) | 10.2930 | 11/18/08 |
| (27,000) | 10.2209 | 11/19/08 |
| (6,800) | 9.3173 | 11/20/08 |
| (1,100) | 9.3384 | 11/21/08 |
| (1,300) | 10.2081 | 11/24/08 |
| (10,000) | 9.8033 | 11/25/08 |
| (8,300) | 10.5247 | 11/28/08 |
| (22,500) | 10.0936 | 12/01/08 |
20
CUSIP NO. 895436103
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
| 145,700 * | 10.2900 | 11/25/08 |
|---|---|---|
| (15,000) | 10.2028 | 11/26/08 |
| 120,000 * | 10.2921 | 11/26/08 |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
| (12,900) | 10.9041 | 10/16/08 |
|---|---|---|
| (11,700) | 11.8783 | 10/17/08 |
| (29,600) | 12.0580 | 10/20/08 |
| (19,900) | 12.0021 | 10/21/08 |
| (10,000) | 11.4059 | 10/22/08 |
| (60,000) | 11.4059 | 10/22/08 |
| (10,100) | 10.7231 | 10/23/08 |
| (1,500) | 10.4374 | 10/24/08 |
| (13,800) | 10.6590 | 10/27/08 |
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
| (145,700) * * | 10.2900 | 11/25/08 |
|---|---|---|
| (120,000) * * | 10.2878 | 11/26/08 |
- Shares acquired in a cross trade with Western Investment Total Return Fund Ltd., an affiliate of Western Investment Institutional Partners LLC.
** Shares were transferred in a cross trade with Western Investment Institutional Partners LLC, an affiliate of Western Investment Total Return Fund Ltd.
21