-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTFwvrjSBm4fupaopW2lNLbgNdbR3Rq8qIvV9YllWnplKxXPnid6Q3CVGO2XNfpK 2kYFYrvFt+1Ldl5KFoS4TA== 0001286207-07-000010.txt : 20070213 0001286207-07-000010.hdr.sgml : 20070213 20070213140034 ACCESSION NUMBER: 0001286207-07-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MVC CAPITAL, INC. CENTRAL INDEX KEY: 0001099941 IRS NUMBER: 943346760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78303 FILM NUMBER: 07608164 BUSINESS ADDRESS: STREET 1: RIVERVIEW AT PURCHASE STREET 2: 287 BOWMAN AVENUE, 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-701-0310 MAIL ADDRESS: STREET 1: RIVERVIEW AT PURCHASE STREET 2: 287 BOWMAN AVENUE, 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13G/A 1 wimvc13ga070213.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(b) (Amendment No. 3)* MVC Capital, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 553829102 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 553829102 13G - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Western Investment, LLC 87-0623442 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 1,322,900 shares (comprised of 600,450 shares held by Western Investment Hedged Partners LP, 547,350 shares held by Western Investment Institutional Partners LLC, 119,500 shares held by Western Investment Activism Partners LLC, and 55,600 shares held by Western Investment Total Return Master Fund Ltd.) ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 1,322,900 shares (comprised of 600,450 shares held by WITH Western Investment Hedged Partners LP, 547,350 shares held by Western Investment Institutional Partners LLC, 119,500 shares held by Western Investment Activism Partners LLC, and 55,600 shares held by Western Investment Total Return Master Fund Ltd.) ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,322,900 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.93% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Arthur D. Lipson - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 1,375,900 shares (comprised of 600,450 shares held by Western Investment Hedged Partners LP, 547,350 shares held by Western Investment Institutional Partners LLC, 119,500 shares held by Western Investment Activism Partners LLC, 55,600 shares held by Western Investment Total Return Master Fund Ltd., and 53,000 shares held by Mr. Lipson, managing member of Western Investment, LLC, personally) ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 1,375,900 shares (comprised of 600,450 shares held by WITH Western Investment Hedged Partners LP, 547,350 shares held by Western Investment Institutional Partners LLC, 119,500 shares held by Western Investment Activism Partners LLC, 55,600 shares held by Western Investment Total Return Master Fund Ltd., and 53,000 shares held by Mr. Lipson personally) ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,900 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.21% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Western Investment Hedged Partners, LP - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 600,450 shares ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 600,450 shares WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,450 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.14% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Western Investment Institutional Partners, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 547,350 shares ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 547,350 shares WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 547,350 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.87% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Western Investment Activism Partners, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 119,500 shares ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 119,500 shares WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,500 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.63% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Western Investment Total Return Master Fund Ltd. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER 55,600 shares ----------------------------------------------------------------- NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 55,600 shares WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,600 shares - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.29% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------- Item 1(a). Name of Issuer: MVC Capital, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: Riverview at Purchase 287 Bowman Avenue, 3rd Floor Purchase, New York 10577 Item 2(a). Name of Person Filing: This statement is jointly filed by Western Investment LLC ("WILLC"), Arthur D. Lipson, Western Investment Hedged Partners LP ("WIHP"), Western Investment Institutional Partners LLC ("WIIP"), Western Investment Activism Partners LLC ("WIAP"), and Western Investment Total Return Master Fund Ltd. ("WITR"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." WILLC has sole voting and investment power over WIHP's, WIIP's, WIAP's and WITR's security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC's voting and investment decisions. Accordingly, the Reporting Persons may be deemed a group for Section 13(d) purposes, and the Reporting Persons are filing this joint statement. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. Item 2(b). Address of Principal Business Office, or, if None, Residence: The principal business address of WILLC, Mr. Lipson, WIHP, WIIP, WIAP, and WITR is c/o Western Investment LLC 7050 S. Union Park Center Suite 590 Midvale, Utah 84047 Item 2(c). Citizenship: WILLC, WIIP, and WIAP are each a Delaware limited liability company. WIHP is a Delaware limited partnership. WITR is a Cayman Islands corporation. Mr. Lipson is a citizen of the United States of America. Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share Item 2(e). CUSIP NUMBER: 553829102 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person Filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act. (b) |_| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |_| Investment Adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E). (f) |_| Employee Benefit Plan or Endowment Fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F). (g) |_| Parent holding company, in accordance with Sec. 240.13d-1(b)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Sec. 240.13d01(c), check this box |X| Item 4. Ownership. 1. WILLC (a) Amount beneficially owned: 1,322,900 shares (b) Percent of class: 6.93% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,322,900 shares (comprised of 600,450 shares held by WIHP, 547,350 shares held by WIIP, 119,500 shares held by WIAP, and 55,600 shares held by WITR). (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 1,322,900 shares (comprised of 600,450 shares held by WIHP, 547,350 shares held by WIIP, 119,500 shares held by WIAP, and 55,600 shares held by WITR). (iv) Shared power to dispose or to direct the disposition of 0 shares 2. Arthur D. Lipson (a) Amount beneficially owned: 1,375,900 shares (b) Percent of class: 7.21% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,375,900 shares (comprised of 600,450 shares held by WIHP, 547,350 shares held by WIIP, 119,500 shares held by WIAP, 55,600 shares held by WITR, and 53,000 shares held by Mr. Lipson personally). (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 1,375,900 shares (comprised of 600,450 shares held by WIHP, 547,350 shares held by WIIP, 119,500 shares held by WIAP, 55,600 shares held by WITR, and 53,000 shares held by Mr. Lipson personally). (iv) Shared power to dispose or to direct the disposition of 0 shares 3. WIHP (a) Amount beneficially owned: 600,450 shares (b) Percent of class: 3.14% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 600,450 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 600,450 shares (iv) Shared power to dispose or to direct the disposition of 0 shares 4. WIIP (a) Amount beneficially owned: 547,350 shares (b) Percent of class: 2.87% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 547,350 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 547,350 shares (iv) Shared power to dispose or to direct the disposition of 0 shares 5. WIAP (a) Amount beneficially owned: 119,500 shares (b) Percent of class: 0.63% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 119,500 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 119,500 shares (iv) Shared power to dispose or to direct the disposition of 0 shares 6. WITR (a) Amount beneficially owned: 55,600 shares (b) Percent of class: 0.29% (based on 19,096,256 Shares of Common Stock, outstanding as of January 8, 2007, as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 10, 2007). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 55,600 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 55,600 shares (iv) Shared power to dispose or to direct the disposition of 0 shares Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the Beneficial owner of more than five percent of the class of securities, check the following. |_| Item 6. Ownership of More than Five Percent on Behalf of Another Person. The entities listed in response to Item 4(c) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of such securities. No such entity holds more than 5% of the class. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on by the Parent Holding Company. See Item 4(c) above, which is incorporated by reference herein. Item 8. Identification and Classification of members of the Group. See Joint Filing Agreement attached as Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct. February 12, 2006 -------------------------------- (Date) /s/ Arthur D. Lipson -------------------------------- Arthur D. Lipson EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 12, 2007 (including further amendments thereto) with respect to the Common Stock of MVC Capital, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: February 12, 2007 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. By: Western Investment L L C, its Investment Manager By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D. Lipson ____________________ ARTHUR D. LIPSON -----END PRIVACY-ENHANCED MESSAGE-----