1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE PARTNERS,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
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
TEXAS
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,741,859
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
4,741,859
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,741,859
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE SPECIAL OPPORTUNITY
FUND I, 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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,643,965
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,643,965
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,965
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE SPECIAL OPPORTUNITY
FUND II, 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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,630,865
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,630,865
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,865
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE CAPITAL MANAGEMENT, 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*
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
8,019,089
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
8,019,089
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,019,089
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE CAPITAL GROUP, 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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
8,019,089
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
8,019,089
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,019,089
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK E.
SCHWARZ
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
8,402,405
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
8,402,405
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,402,405
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE FOCUS FUND II,
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,400
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
2,400
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less
than 1%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DETROIT STOKER
COMPANY
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
MICHIGAN
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
312,623
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
312,623
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,623
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DSC SERVICES
INC.
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
312,623
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
312,623
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,623
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
Dated:
July 7, 2009
|
NEWCASTLE
PARTNERS, L.P.
|
By:
Newcastle Capital Management, L.P.,
|
|
|
its
general partner
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
By:
/s/ Mark
Schwarz
|
|
Mark
Schwarz, Managing Member
|
|
NEWCASTLE
SPECIAL OPPORTUNITY FUND I, L.P.
|
|
By:
Newcastle Capital Management, L.P.,
|
|
its
general partner
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
its
general partner
|
|
By:
/s/ Mark
Schwarz
|
|
Mark
Schwarz, Managing Member
|
|
NEWCASTLE
SPECIAL OPPORTUNITY FUND II, L.P.
|
|
By:
Newcastle Capital Management, L.P.,
|
|
its
general partner
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
its
general partner
|
|
By:
/s/ Mark
Schwarz
|
|
Mark
Schwarz, Managing Member
|
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
By:
/s/ Mark
Schwarz
|
|
|
Mark
Schwarz, Managing Member
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
|
By:
/s/ Mark
Schwarz
|
|
|
Mark
Schwarz, Managing Member
|
/s/ Mark Schwarz | |
MARK
SCHWARZ
|
|
NEWCASTLE
FOCUS FUND II, L.P.
|
|
By:
Newcastle Capital Management, L.P.,
|
|
its
general partner
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
its
general partner
|
|
By:
/s/ Mark
Schwarz
|
|
Mark
Schwarz, Managing Member
|
|
DSC
SERVICES INC.
|
|
By:
/s/ Mark
Schwarz
|
|
|
Mark
Schwarz, Chief Executive Officer
|
DETROIT
STOKER COMPANY
|
|
By:
/s/ Mark
Schwarz
|
|
Mark
Schwarz, Chief Executive Office
|
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
6/10/09
|
Buy
|
3,082
|
6.70
|