UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
PriceSmart, Inc.
----------------
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
-----------------------------------------
(Title of Class of Securities)
741511109
---------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
November 3, 2003
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
(continued on following pages)
(Page 1 of 12 Pages)
CUSIP No.741511109 13D/A Page 2 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Partners Small Cap Value, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-3688497
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 146,075 shares (See Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 146,075 shares (See Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,075 shares (See Items 4 and 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% (See Items 4 and 5)(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in
the Company's most recent report on Form 10-Q for the period ending June 30,
2003 filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued on or about October 29, 2003 and includes
approximately 326 shares of Series A Preferred Stock currently convertible into
approximately 8,704 shares of common stock.
(Page 2 of 12 Pages)
CUSIP No.741511109 13D/A Page 3 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Partners Small Cap Value Offshore
Fund, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Not Applicable
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 25,836 shares (See Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,836 shares (See Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,836 shares (See Items 4 and 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Items 4 and 5)(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in
the Company's most recent report on Form 10-Q for the period ending June 30,
2003 filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued on or about October 29, 2003 and includes
approximately 234 shares of Series A Preferred Stock currently convertible into
approximately 6,256 shares of common stock.
(Page 3 of 12 Pages)
CUSIP No.741511109 13D/A Page 4 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Partners Small Cap Value, L.P. I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-3953291
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 166,059 shares (See Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 166,059 shares (See Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,059 shares (See Items 4 and 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (See Items 4 and 5)(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in
the Company's most recent report on Form 10-Q for the period ending June 30,
2003 filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued on or about October 29, 2003 and includes
approximately 459 shares of Series A Preferred Stock currently convertible into
approximately 12,240 shares of common stock.
(Page 4 of 12 Pages)
CUSIP No.741511109 13D/A Page 5 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Capital Management LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-4018186
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 312,134 shares (See Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 312,134 shares (See Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,134 shares (See Items 4 and 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Items 4 and 5)(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in
the Company's most recent report on Form 10-Q for the period ending June 30,
2003 filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued on or about October 29, 2003 and includes
approximately 561 shares of Series A Preferred Stock currently convertible into
approximately 20,944 shares of common stock.
(Page 5 of 12 Pages)
CUSIP No.741511109 13D/A Page 6 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: Wynnefield Capital, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 25,836 shares (See Items 4 and 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Items 4 and 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,836 shares (See Items 4 and 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Items 4 and 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,836 shares (See Items 4 and 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Items 4 and 5)(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO (Limited Liability Company)
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in
the Company's most recent report on Form 10-Q for the period ending June 30,
2003 filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued on or about October 29, 2003 and includes
approximately 234 shares of Series A Preferred Stock currently convertible into
approximately 6,256 shares of common stock.
(Page 6 of 12 Pages)
This Amendment No. 2 ("Amendment No. 2") amends the Statement of Beneficial
Ownership on Schedule 13D, filed by Wynnefield Partners Small Cap Value, L.P.
(the "Partnership"), Wynnefield Partners Small Cap Value, L.P. I (the
"Partnership-I"), Wynnefield Small Cap Offshore Fund, Ltd. (the "Fund"),
Wynnefield Capital Management, LLC ("WCM") and Wynnefield Capital, Inc. ("WCI"
and, collectively with the Partnership, the Partnership-I, the Fund and WCM, the
"Wynnefield Group"), with the Securities and Exchange Commission (the
"Commission") on September 25, 2002 and amended by that certain Amendment No. 1
thereto, filed with the Commission on October 30, 2002 (together, the "Schedule
13D"), with respect to the shares of common stock, par value $0.0001 per share,
of PriceSmart, Inc., a Delaware corporation with its principal executive offices
located at 4649 Morena Boulevard, San Diego, California 92117. Unless
specifically amended hereby, the disclosures set forth in the Schedule 13D shall
remain unchanged.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended by changing the defined term "Amendment No. 1"
therein to "Amendment No. 2".
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by changing the defined term "Amendment No. 1"
therein to "Amendment No. 2".
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is hereby supplemented and amended by adding
thereto the following:
This Amendment No. 2 relates primarily to sales of Common Stock by
members of the Wynnefield Group resulting in the Wynnefield Group beneficially
owning less than 5% of the total outstanding shares of Common Stock of the
Issuer. However, during the 60 days preceding this Amendment No. 2, certain
members of the Wynnefield Group have made purchases of shares of Common Stock as
set forth in Item 5 hereof. Such purchases were made from the separate working
capital of such entities, each of which maintains a separate investment fund,
consisting of capital contributions from their respective partners and investors
and capital appreciation derived therefrom for the principal purpose of buying
and selling securities (including financial and money market instruments) and
interests in domestic and foreign securities, including, without limitation,
convertible securities, stock index futures contracts, options, puts and calls
on stock and warrants. The approximate amount of consideration used to purchase
such shares of Common Stock during the past 60 days is as follows:
(Page 7 of 12 Pages)
NUMBER OF SHARES
NAME OF COMMON STOCK CONSIDERATION PAID
---- --------------- ------------------
Partnership* 5,200 $34,500
Partnership - I* 6,300 $43,155
Fund** 3,500 $23,100
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
ITEM 4. PURPOSES OF TRANSACTION.
The response to Item 4 is hereby supplemented and amended by adding thereto
the following:
On November 3, 2003, the Wynnefield Group sold 10,300 shares of Common
Stock on the open market at market price. Since such date, the Wynnefield Group
sold an additional 8,500 and 6,200 shares on November 3, 2003, and 8,300 and
6,700 shares on November 4, 2003, in the open market at market price. The sales
of Common Stock of November 3, 2003 resulted in the Wynnefield Group
beneficially owning less than 5% of the total outstanding shares of Common Stock
of the Issuer.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c) As of November 19, 2003, the Wynnefield Group beneficially owned in
the aggregate 337,970 shares of Common Stock and Series A Preferred Stock
(assuming conversion of all shares of Series A Preferred Stock held by the
Wynnefield Group), constituting approximately 4.5% of the outstanding shares of
Common Stock (the percentage of shares owned being based upon 6,871,913 shares
outstanding on June 30, 2003, as set forth in the Company's most recent report
on Form 10-Q for the period ending June 30, 2003 filed with the Securities and
Exchange Commission on July 15, 2003 plus the 500,000 shares of Common Stock
issued by the Issuer on or about October 29, 2003 and the 27,200 shares of
Common Stock issuable upon the conversion of the Series A Preferred Stock held
by the Wynnefield Group). The following table sets forth certain information
with respect to shares of Common Stock and Series A Preferred Stock (assuming
conversion of all shares of Series A Preferred Stock held by the Wynnefield
Group) beneficially owned directly by the Wynnefield Group members listed:
APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
---- ------------ ------------------
Partnership * 146,075 2.0%
Partnership-I * 166,059 2.2%
Fund ** 25,836 0.3%
(Page 8 of 12 Pages)
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock, Series A Preferred Stock and shares of Common Stock issuable
upon conversion of the Series A Preferred Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock, Series A Preferred Stock and shares of Common Stock issuable
upon conversion of the Series A Preferred Stock.
WCM is the sole general partner of the Partnership and Partnership-I and,
accordingly, may be deemed to be the indirect beneficial owner (as that term is
defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock,
Series A Preferred Stock and shares of Common Stock issuable upon conversion of
the Series A Preferred Stock that the Partnership and Partnership-I beneficially
own. WCM, as the sole general partner of the Partnership and Partnership-I, has
the sole power to direct the voting and disposition of the shares of Common
Stock, Series A Preferred Stock and shares of Common Stock issuable upon
conversion of the Series A Preferred Stock that the Partnership and
Partnership-I beneficially own.
Messrs. Obus and Landes are the co-managing members of WCM and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock, Series A Preferred Stock and shares of
Common Stock issuable upon conversion of the Series A Preferred Stock that WCM
may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a
co-managing member of WCM, shares with the other the power to direct the voting
and disposition of the shares of Common Stock, Series A Preferred Stock and
shares of Common Stock issuable upon conversion of the Series A Preferred Stock
that WCM may be deemed to beneficially own.
WCI is the sole investment manager of the Fund and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the shares of Common Stock, the Series A
Preferred Stock and the shares of Common Stock issuable upon conversion of the
Series A Preferred Stock that the Fund beneficially owns. WCI , as the sole
investment manager of the Fund, has the sole power to direct the voting and
disposition of the shares of Common Stock, the Series A Preferred Stock and the
shares of Common Stock issuable upon conversion of the Series A Preferred Stock
that the Fund beneficially owns.
Messrs. Obus and Landes are the principal executive officers of WCI and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock, the Series A Preferred Stock and the shares
of Common Stock issuable upon conversion of the Series A Preferred Stock that
WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a
principal executive officer of WCI, shares with the other the power to direct
the voting and disposition of the shares of Common Stock, the Series A Preferred
Stock and the shares of Common Stock issuable upon conversion of the Series A
Preferred Stock that WCI may be deemed to beneficially own.
(Page 9 of 12 Pages)
Beneficial ownership of shares of Common Stock, the Series A Preferred
Stock and the shares of Common Stock issuable upon conversion of the Series A
Preferred Stock shown on the cover pages of and set forth elsewhere in this
Amendment No. 2 for each member of the Wynnefield Group assumes that they have
not formed a group for purposes of Section 13(d)(3) under the Securities
Exchange Act of 1934, and Rule 13d-5(b)(1) promulgated thereunder. If the
members of the Wynnefield Group were deemed to have formed a group for purposes
of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own
beneficially (and may be deemed to have shared voting and dispositive power
over) 337,970 shares of Common Stock, (assuming the conversion of all Series A
Preferred Stock held by the Wynnefield Group), constituting approximately 4.5%
of the outstanding shares of Common Stock (the percentage of shares owned being
based upon 6,871,913 shares outstanding on June 30, 2003, as set forth in the
Company's most recent report on Form 10-Q for the period ending June 30, 2003
filed with the Securities and Exchange Commission on July 15, 2003 plus the
500,000 shares of Common Stock issued by the Issuer on or about October 29, 2003
and the 27,200 shares of Common Stock issuable upon the conversion of the Series
A Preferred Stock held by the Wynnefield Group).
The filing of this Amendment No. 2 and any future amendment by the
Wynnefield Group, and the inclusion of information herein and therein with
respect to Messrs. Obus and Landes, shall not be considered an admission that
any of such persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any shares in which such persons do not have a
pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described in this
Amendment No. 2, none of the Wynnefield Group, any person in control (ultimately
or otherwise) of the Wynnefield Group, any general partner, executive officer or
director thereof, as applicable, beneficially owns any shares of Common Stock,
and there have been no transactions in shares of Common Stock effected during
the past 60 days by the Wynnefield Group, any person in control of the
Wynnefield Group (ultimately or otherwise), or any general partner, executive
officer or director thereof, as applicable; provided, however, certain
investment banking affiliates of the Wynnefield Group may beneficially own
shares of Common Stock, including shares that may be held in discretionary or
advisory accounts with the Wynnefield Group; and the Wynnefield Group, directly
or in connection with such discretionary or advisory accounts, may acquire,
hold, vote or dispose of Common Stock, including transactions that may have
occurred in the past 60 days.
The Wynnefield Group has made purchases and sales of shares of Common Stock
during the past 60 days, as follows:
NUMBER OF PRICE PER
NAME DATE TRANSACTION SHARES SHARE
---- ---- ----------- ------------ --------
Partnership September 18, 2003 Purchase 2,000 $6.85
Partnership September 30, 2003 Purchase 3,200 $6.50
Partnership October 22, 2003 Sale 13,500 $6.99
Partnership November 3, 2003 Sale 8,500 $8.19
(Page 10 of 12 Pages)
NUMBER OF PRICE PER
NAME DATE TRANSACTION SHARES SHARE
---- ---- ----------- ------------ --------
Partnership November 4, 2003 Sale 6,700 $8.99
Partnership - I September 18, 2003 Purchase 2,000 $6.85
Partnership - I September 30, 2003 Purchase 4,300 $6.85
Partnership - I October 21, 2003 Sale 700 $7.70
Partnership - I November 3, 2003 Sale 10,300 $8.19
Partnership - I November 4, 2003 Sale 8,300 $8.99
Fund September 18, 2003 Purchase 1,000 $6.85
Fund September 30, 2003 Purchase 2,500 $6.50
Fund October 23, 2003 Sale 55,000 $7.52
Fund November 3, 2003 Sale 6,200 $8.19
(d) No person, other than each of the members of the Wynnefield Group
referred to as the direct beneficial owner of the shares of Common Stock set
forth in this response to Item 5, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.
(e) The sales of Common Stock on November 3, 2003 resulted in the
Wynnefield Group beneficially owning less than 5% of the total outstanding
shares of Common Stock of the Issuer.
(Page 11 of 12 Pages)
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Amendment No. 2
is true, complete and correct.
Dated: November 19, 2003
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/Nelson Obus
------------------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/Nelson Obus
------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/Nelson Obus
------------------------------------------
Nelson Obus, President
(Page 12 of 12 Pages)