sc13ga106856spa_01012009.htm

0000921895-09-000406.txt : 20090212 0000921895-09-000406.hdr.sgml : 20090212 20090212171457 ACCESSION NUMBER: 0000921895-09-000406 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SP Acquisition Holdings, Inc. CENTRAL INDEX KEY: 0001393718 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208523583 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83199 FILM NUMBER: 09596040 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SP Acq LLC CENTRAL INDEX KEY: 0001413876 IRS NUMBER: 208523237 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga106856spa_01012009.htm sc13ga106856spa_01012009.htm

UNITED STATES

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 RULE 13d-2(b)

(Amendment No. 1)1

SP ACQUISITION HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

78470A104

(CUSIP Number)

January 1, 2009

(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)

Rule 13d-1(c)

Rule 13d-1(d)

_______________

1 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 in 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 (“Act”) 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.78470A104

1	NAME OF REPORTING PERSON SP ACQ LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 9,653,412
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 9,653,412
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,653,412
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.8%
12	TYPE OF REPORTING PERSON PN

CUSIP NO.78470A104

1	NAME OF REPORTING PERSON STEEL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 668,988
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 668,988
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,988
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON PN

CUSIP NO.78470A104

1	NAME OF REPORTING PERSON STEEL PARTNERS II MASTER FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 668,988
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 668,988
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,988
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON PN

CUSIP NO.78470A104

1	NAME OF REPORTING PERSON STEEL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 668,988
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 668,988
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,988
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON OO

CUSIP NO.78470A104

1	NAME OF REPORTING PERSON WEBFINANCIAL L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 668,988
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 668,988
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,988
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12	TYPE OF REPORTING PERSON PN

CUSIP NO.78470A104

1	NAME OF REPORTING PERSON WARREN G. LICHTENSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 10,322,400
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER 10,322,400
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,322,400
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.1%
12	TYPE OF REPORTING PERSON IN

CUSIP NO.78470A104

Item 1.

(a) Name of Issuer:

SP Acquisition Holdings, Inc.

(b) Address of Issuer’s Principal Executive Offices:

590 Madison Avenue, 32nd Floor

New York, NY 10022

Item 2.

(a) Name of Person Filing:

This statement is filed by SP Acq LLC, a Delaware limited liability company, Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), WebFinancial L.P., a Delaware limited partnership (“Web L.P.”) and Warren G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Warren G. Lichtenstein is the Managing Member of SP Acq LLC. By virtue of this relationship, Mr. Lichtenstein may be deemed to beneficially own the shares of Common Stock of the Issuer owned by SP Acq LLC.

Steel Master is the owner of approximately 99% of the limited partnership interests in Web L.P. Web L.P. is the sole limited partner of Steel Partners II. Partners LLC is the manager of Web L.P., Steel Partners II and Steel Master. The general partner of Steel Partners II has delegated to Partners LLC the exclusive power to vote and dispose of the securities held by Steel Partners II. Warren G. Lichtenstein is the manager of Partners LLC. By virtue of these relationships, each of Steel Master, Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially own the shares of Common Stock of the Issuer owned by Steel Partners II.

(b) Address of Principal Business Office or, if none, Residence:

The principal business address of each of SP Acq LLC, Steel Partners II, Partners LLC, Web L.P. and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York 10022. The principal business address of Steel Master is c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

SP Acq LLC, Steel Partners II, Partners LLC and Web L.P. are organized under the laws of the State of Delaware. Steel Master is organized under the laws of the Cayman Islands. Warren G. Lichtenstein is a citizen of the United States of America.

CUSIP NO.78470A104

(d) Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”)

(e) CUSIP Number:

78470A104

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(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;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

SP Acq LLC

(a)

Amount beneficially owned:

9,653,412 shares of Common Stock*

(b)

Percent of class:

17.8% (based upon 54,112,000 shares of Common Stock outstanding, which is the total number of shares outstanding as of November 5, 2008 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008).

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

CUSIP NO.78470A104

9,653,412 shares of Common Stock*

(ii)

Shared power to vote or to direct the vote

0 shares of Common Stock

(iii)

Sole power to dispose or to direct the disposition of

9,653,412 shares of Common Stock*

(iv)

Shared power to dispose or to direct the disposition of

0 shares of Common Stock

By virtue of his relationship with SP Acq LLC, Mr. Lichtenstein may be deemed to beneficially own the 9,653,412 shares of Common Stock held by SP Acq LLC.

Steel Partners II

(a)

Amount beneficially owned:

668,988 shares of Common Stock**

(b)

Percent of class:

1.2% (based upon 54,112,000 shares of Common Stock outstanding, which is the total number of shares outstanding as of November 5, 2008 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008).

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

668,988 shares of Common Stock**

(ii)

Shared power to vote or to direct the vote

0 shares of Common Stock

(iii)

Sole power to dispose or to direct the disposition of

668,988 shares of Common Stock**

(iv)

Shared power to dispose or to direct the disposition of

0 shares of Common Stock

By virtue of their relationship with Steel Partners II, each of Steel Master, Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially own the shares of Common Stock held by Steel Partners II.

CUSIP NO.78470A104

Item 5.

Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group:

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

Item 10.

Certifications:

By signing below each Reporting Person certifies that, to the best of its 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.

Exhibits

Exhibit 99.1

Joint Filing Agreement by and among SP Acq LLC, Steel Partners II, L.P., Steel Partners II Master Fund L.P., Steel Partners LLC, WebFinancial L.P. and Warren G. Lichtenstein, dated February 12, 2009.

Exhibit 99.2

2009 Powers of Attorney.

CUSIP NO.78470A104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2009	SP ACQ LLC

	By:	/s/ Warren G. Lichtenstein
		Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II, L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II MASTER FUND L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	STEEL PARTNERS LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Manager

CUSIP NO.78470A104

WEBFINANCIAL L.P.

By:	Steel Partners II GP LLC General Partner

By:		/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

EX-99.1 2 ex99113ga106856spa_01012009.htm JOINT FILING AGREEMENT ex99113ga106856spa_01012009.htm

Exhibit 99.1

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, 2009 (including amendments thereto) with respect to the Common Stock of SP Acquisition Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: February 12, 2009	SP ACQ LLC

	By:	/s/ Warren G. Lichtenstein
		Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II, L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II MASTER FUND L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	STEEL PARTNERS LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Manager

WEBFINANCIAL L.P.

By:	Steel Partners II GP LLC General Partner

By:		/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

EX-99.2 3 ex99213ga106856spa_01012009.htm POWERS OF ATTORNEY ex99213ga106856spa_01012009.htm

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.

2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.

This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.


STEEL PARTNERS II, L.P.		STEEL PARTNERS II GP LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Managing Member
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member


STEEL PARTNERS II MASTER FUND L.P.		STEEL PARTNERS LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Manager
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member

		/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.		Warren G. Lichtenstein

By:	Steel Partners II GP LLC General Partner

By:	/s/ Warren G. Lichtenstein
By:	Warren G. Lichtenstein Managing Member

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:

This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.


STEEL PARTNERS II, L.P.		STEEL PARTNERS II GP LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Managing Member
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member


STEEL PARTNERS II MASTER FUND L.P.		STEEL PARTNERS LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Manager
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member

		/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.		Warren G. Lichtenstein

By:	Steel Partners II GP LLC General Partner

By:	/s/ Warren G. Lichtenstein
By:	Warren G. Lichtenstein Managing Member

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:

This Power of Attorney shall remain in full force and effect until December 31, 2009 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of December, 2008.


STEEL PARTNERS II, L.P.		STEEL PARTNERS II GP LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Managing Member
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member


STEEL PARTNERS II MASTER FUND L.P.		STEEL PARTNERS LLC

By:	Steel Partners II GP LLC	By:	/s/ Warren G. Lichtenstein
	General Partner		Warren G. Lichtenstein
			Manager
By:	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein
	Managing Member

		/s/ Warren G. Lichtenstein
WEBFINANCIAL L.P.		Warren G. Lichtenstein

By:	Steel Partners II GP LLC General Partner

By:	/s/ Warren G. Lichtenstein
By:	Warren G. Lichtenstein Managing Member