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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENDURANCE GENERAL PARTNERS LP 4514 COLE AVE SUITE 808 DALLAS, TX 75205 |
See Remark (a) | |||
EWING ASSET MANAGEMENT LLC 4514 COLE AVE SUITE 808 DALLAS, TX 75205 |
See Remark (a) | |||
ENDURANCE PARTNERS QP LP 4514 COLE AVE SUITE 808 DALLAS, TX 75205 |
See Remark (a) | |||
EWING & PARTNERS 4514 COLE AVENUE SUIE 808 DALLAS, TX 75205 |
See Remark (a) | |||
EWING TIMOTHY G |
See Remark (a) |
/s/ Beth N. Lowson as Attorney-In-Fact for Timothy G. Ewing (b) | 10/20/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This is a joint filing by Endurance General Partners, L.P. ("EGP"), Ewing Asset Management, LLC ("EAM"), Ewing & Partners ("E&P") and Timothy G. Ewing. Mr. Ewing is the sole member of EAM, which is the general partner of EGP. EGP is the general partner of Endurance Partners (Q.P.), L.P. ("EPQP") which directly owns 340,910 shares of the Issuer, and of Endurance Partners, L.P. ("EPLP") which directly owns 166,563 shares of the Issuer. EGP therefore is the indirect beneficial owner of 507,473 shares of the Issuer. Additionally, E&P is the investment advisor for both EPQP and EPLP, and Mr. Ewing is the managing partner of E&P. For purposes of this report, all of the reporting persons are deemed 7.8% owners of the Issuer. This report shall not be deemed an admission that the reporting persons are, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of these shares. |
Remarks: (a) Following the sale of 195,204 shares of the Issuer, the reporting persons' beneficial ownership has fallen below 10% to 7.8% of the Issuer's shares. (b) Signed by Beth N. Lowson as Attorney-In-Fact for Timothy G. Ewing on behalf of (i) himself individually, (ii) E&P in Mr. Ewing's capacity as managing partner of E&P, (iii) EAM in Mr. Ewing's capacity as sole member of EAM, and (iv) EGP in Mr. Ewing's capacity as sole member of EAM, which is the general partner of EGP. (c) POWER OF ATTORNEY The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Beth N. Lowson, Jerry J. Carranante and Joseph D. Zargari, each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2006. By: /s/ Timothy G. Ewing -------------------- Timothy G. Ewing |