Filing Details

Explanatory Note:  This filing constitutes Amendment No. 7 (the "Amendment") to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 25, 2015 (the "Original Schedule 13D") by Loeb Holding Corp. ("LHC") and Thomas L. Kempner, as amended by Amendment No. 1 filed on January 19, 2016, Amendment No. 2 filed on October 28, 2016, Amendment No. 3 filed on December 1, 2016, Amendment No. 4 filed on October 31, 2018, Amendment No. 5 filed on November 6, 2018 and Amendment No. 6 filed on January 9, 2019 (collectively, as amended, the "Schedule 13D").  This Amendment is being filed as a result of the Reporting Persons' disposition of certain shares of Common Stock in the Offer described in the Schedule 13D.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Except as described herein, the information contained in the Schedule 13D has not been updated or amended.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)‒(c)

On January 11, 2019, immediately prior to the effective time of the Merger, LHC's Notes automatically converted into 1,324,009 shares of Common Stock.

In accordance with the terms of the LHC Rollover Agreement, LHC contributed and assigned the Rollover Shares, which consisted of 8,803,640 shares of the Issuer's Common Stock owned by LHC, to Newco in exchange for equity interests in Newco, immediately after the Offer was consummated.  The 8,803,640 Rollover Shares consist of (1) 7,479,631 shares of Common Stock held by LHC and (2) 1,324,009 shares of Common Stock issued to LHC upon the automatic conversion of LHC's Notes, as further described in Item 5 of this Amendment and in Item 4 of the Schedule 13D.  All such Rollover Shares were contributed and assigned to the offeror on January 11, 2019.  In accordance with the terms of the Merger Agreement and the Offer, 485 shares of Common Stock owned by LHC (the "Cancelled Shares") were cancelled and converted into the right to receive an amount equal to the Offer Price (as defined in the Offer), in cash, without interest, subject to any withholding of taxes required by applicable law.  As a result of the foregoing, LHC no longer beneficially owns any shares of Common Stock.

The Estate does not directly own any shares of Common Stock. The Estate is the beneficial owner of 62.878% of the voting stock of LHC and as a result, indirect beneficial ownership of shares of Common Stock beneficially owned by LHC may be attributable to the Estate. As a result of LHC's contribution of the Rollover Shares pursuant to the LHC Rollover Agreement and the cancellation of LHC's Cancelled Shares pursuant to the Merger Agreement and the Offer, the Estate no longer indirectly owns any shares of Common Stock.

Mrs. Kempner does not directly own any shares of Common Stock. Indirect beneficial ownership of shares of Common Stock beneficially owned by the Estate may be attributable to Mrs. Kempner in her capacity as a co-executor of the Estate. As a result of LHC's contribution of the Rollover Shares pursuant to the LHC Rollover Agreement and the cancellation of LHC's Cancelled Shares pursuant to the Merger Agreement and the Offer, Mrs. Kempner no longer indirectly owns any shares of Common Stock.

Mr. Lev does not directly own any shares of Common Stock.  Indirect beneficial ownership of shares of Common Stock beneficially owned by the Estate may be attributable to Mr. Lev in his capacity as a co-executor of the Estate. As a result of LHC's contribution of the Rollover Shares pursuant to the LHC Rollover Agreement and the cancellation of LHC's Cancelled Shares pursuant to the Merger Agreement and the Offer, the Mr. Lev no longer indirectly owns any shares of Common Stock.

Indirect beneficial ownership of shares of Common Stock beneficially owned by the Estate may be attributable to Mr. Epstein in his capacity as a co-executor of the Estate. As a result of LHC's contribution of the Rollover Shares pursuant to the LHC Rollover Agreement and the cancellation of LHC's Cancelled Shares pursuant to the Merger Agreement and the Offer, Mr. Epstein no longer indirectly owns any shares of Common Stock.

By reason of these relationships, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the shares of Common Stock beneficially owned by such Reporting Person as indicated above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the shares of Common Stock referred to herein (other than those shares identified as directly held thereby) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a "group."