Page 10 of 12 – SEC Filing
The following constitutes
Amendment No. 35 to the Schedule 13D filed by the undersigned (“Amendment No. 35”). This Amendment No. 35 amends the
Schedule 13D as specifically set forth herein.
| Item 1. | Security and Issuer. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
| Item 4. | Purpose of Transaction. |
Items 1, 3 and 4 are hereby amended to add the
following:
As previously disclosed,
on June 26, 2017, Steel Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Handy Acquisition
Co., a wholly owned subsidiary of Steel Holdings (“Merger Sub”), and the Issuer pursuant to which, among other things,
Steel Holdings and Merger Sub agreed to make an offer (the “Offer”) to exchange, for each outstanding Share of the
Issuer not already owned by Steel Holdings or any entity that is an affiliate of Steel Holdings, 1.484 6.0% Series A preferred
units, no par value (the “Preferred Units”), of Steel Holdings (the “Transaction Consideration”). On September
13, 2017, Steel Holdings and Merger Sub commenced the Offer.
The Offer expired
as scheduled at 12:00 midnight, New York City time, at the end of October 11, 2017. All conditions to the Offer having been satisfied,
on October 12, 2017, Merger Sub accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to
the Offer, including the 298,624 Shares owned directly by Warren G. Lichtenstein, the 191,305 Shares owned directly by Jack L.
Howard, the 57,642 Shares owned directly by EMH Howard, LLC and 2,958 Shares owned directly by Douglas B. Woodworth.
On October 12,
2017, pursuant to the terms of the Merger Agreement and Section 251(h) of the General Corporation Law of the State of Delaware,
Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as an indirect, wholly
owned subsidiary of Steel Holdings (the “Merger”).
At the effective
time of the Merger (the “Effective Time”) and pursuant to the terms and conditions of the Merger Agreement, (a) each
Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Issuer or any of its subsidiaries,
Steel Holdings, Merger Sub or any other subsidiary of Steel Holdings, or held by stockholders who have properly and validly perfected
their statutory rights of appraisal in respect of such Shares under Delaware law) was cancelled and converted into the right to
receive the Transaction Consideration, without interest and subject to any required tax withholding, (b) each unvested restricted
Share of the Issuer, including 2,429 unvested restricted Shares owned directly by Douglas B. Woodworth, became fully vested and,
by virtue of the Merger, was automatically cancelled, and the holder thereof will receive, as soon as reasonably practicable following
the Effective Time, the Transaction Consideration, and (c) each Share held in the treasury of the Issuer or owned directly by the
Issuer, any subsidiary of the Issuer, Steel Holdings, Merger Sub or any other subsidiary of Merger Sub was automatically cancelled
and retired, except that each Share owned directly by SPHG Holdings remained outstanding and represents equity interests in the
Issuer, as the surviving corporation. As a result, immediately after the Effective Time, SPHG Holdings owned 100% of the issued
and outstanding Shares. The Shares will be delisted from the Nasdaq Capital Market and deregistered under the Securities Exchange
Act of 1934, as amended.
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