The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of SHF I LP and AVI LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in
Schedule A
, which is incorporated by reference herein.
The aggregate purchase price of the 514,550 Shares owned directly by SHF I LP is approximately $662,240, including brokerage commissions. The aggregate purchase price of the 21,175 Shares owned directly by AVI LP is approximately $87,827, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
The Reporting Persons are pleased with the Issuer’s announcement that it has entered into an Agreement and Plan of Merger with Birch Communications, Inc. (“Birch”), pursuant to which Birch will acquire the Issuer in an all-cash transaction (the “Merger”). At the effective time of the Merger, each share of Common Stock of the Issuer issued and outstanding immediately prior to such time, will be converted into the right to receive between $9.97 and $10.00 depending on the number of shares of Common Stock outstanding at the effective time of the Merger. The Reporting Persons commend management and the Board of Directors of the Issuer (the “Board”) for acting in the best interests of shareholders. The Reporting Persons are also pleased to have worked constructively with management and the Board regarding opportunities to maximize shareholder value.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 30,765,658 Shares outstanding, as of March 11, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014.
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(a)
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As of the close of business on April 22, 2014, SHF I LP beneficially owned 514,550 Shares.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 514,550
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 514,550
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by SHF I LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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AVI Fund, as the general partner of SHF I LP, may be deemed to beneficially own the 514,550 Shares owned by SHF I LP.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 514,550
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2. Shared power to vote or direct vote0:
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3. Sole power to dispose or direct the disposition: 514,550
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4. Shared power to dispose or direct the disposition: 0
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(c)
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AVI Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of SHF I LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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As of the close of business on April 22, 2014, AVI LP beneficially owned 21,175 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 21,175
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 21,175
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by AVI LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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AVI Partners, as the general partner of AVI LP, may be deemed to beneficially own the 21,175 Shares owned by AVI LP.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 21,175
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 21,175
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4. Shared power to dispose or direct the disposition: 0
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(c)
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AVI Partners has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of AVI LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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E. AVI Management
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(a)
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AVI Management, as the investment manager of each of SHF I LP and AVI LP, may be deemed to beneficially own the 535,725 Shares owned in the aggregate by SHF I LP and AVI LP.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 535,725
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 535,725
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4. Shared power to dispose or direct the disposition: 0
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(c)
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AVI Management has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of SHF I LP and AVI LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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Mr. Wallis, as a managing member of AVI Management, may be deemed to beneficially own the 535,725 Shares owned in the aggregate by SHF I LP and AVI LP.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 535,725
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 535,725
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Wallis has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of SHF I LP and AVI LP since the filing of the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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(d)
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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.
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(e)
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As of April 21, 2014, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
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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.
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Dated: April 23, 2014
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ACTIVE VALUE INVESTMENTS SPECIAL HOLDINGS FUND I, LP
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By:
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AVI Management, LLC,
its investment manager
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By:
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/s/ Darren C. Wallis
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Name:
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Darren C. Wallis
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Title:
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Managing Member
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ALARA CAPITAL AVI FUND, LLC
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By:
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AVI Management, LLC,
investment manager of its limited partner
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By:
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/s/ Darren C. Wallis
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Name:
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Darren C. Wallis
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Title:
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Managing Member
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AVI CAPITAL PARTNERS, LP
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By:
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AVI Partners, LLC,
its general partner
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By:
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/s/ Darren C. Wallis
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Name:
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Darren C. Wallis
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Title:
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Managing Partner
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AVI PARTNERS, LLC
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By:
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/s/ Darren C. Wallis
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Name:
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Darren C. Wallis
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Title:
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Managing Partner
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AVI MANAGEMENT, LLC
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By:
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/s/ Darren C. Wallis
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Name:
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Darren C. Wallis
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Title:
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Managing Member
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SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
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Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/(Sale)
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ACTIVE VALUE INVESTMENTS SPECIAL HOLDINGS FUND I, LP
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(667,045)
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9.8152
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04/21/2014
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(330,000)
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9.8062
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04/22/2014
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AVI CAPITAL PARTNERS, LP
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(21,000)
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9.8152
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04/21/2014
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