-----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, Vd7ddQWFKjV1DGuBtDlG1JiH+QNjtbbiKDF7ZaHySzEagINqO6o/o1CtgkvZLGzV fPNVyaW6pmEjvOEgrNLH9g== 0001144204-06-053627.txt : 20061220 0001144204-06-053627.hdr.sgml : 20061220 20061220145309 ACCESSION NUMBER: 0001144204-06-053627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 GROUP MEMBERS: JOSHUA H. LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED DEFENSE GROUP INC CENTRAL INDEX KEY: 0000003952 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 042281015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34327 FILM NUMBER: 061289544 BUSINESS ADDRESS: STREET 1: 8000 TOWERS CRESCENT DR STREET 2: SUITE 260 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7038475268 MAIL ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE STREET 2: STE 750 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED RESEARCH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED RESEARCH ASSOCIATES INC DATE OF NAME CHANGE: 19880601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D/A 1 v060840_sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 4

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
 
The Allied Defense Group, Inc.
(Name of Issuer)
 
Common Stock, $0.10 par value 
(Title of Class of Securities)
 
019118108
(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
 
 
Copy to:
 
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
December 15, 2006
(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 is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
 
(continued on following pages)
 

 
     
CUSIP No. 019118108 
13D/A 
 Page 2 of Pages 11
 
1. NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3688497
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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)                                                                                                 o 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE
NUMBER OF
SHARES
7. SOLE VOTING POWER
141,500 shares (See Item 5)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
-0- (See Item 5)
EACH REPORTING
PERSON
9. SOLE DISPOSITIVE POWER
141,500 shares (See Item 5)
WITH
10. SHARED DISPOSITIVE POWER
      -0- (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   141,500 Shares (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   2.3 % (See Item 5)
14. TYPE OF REPORTING PERSON
   PN

 


     
CUSIP No. 019118108 
13D/A 
 Page 3 of Pages 11
 
1. NAME OF REPORTING PERSON:
Wynnefield Small Cap Value Offshore Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not Applicable
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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)                            o 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 CAYMAN ISLANDS
NUMBER OF
SHARES
7. SOLE VOTING POWER
223,635 shares (See Item 5)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 -0- (See Item 5)
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 223,635 shares (See Item 5)
PERSON
WITH
10. SHARED DISPOSITIVE POWER
   -0- (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,635 shares (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   3.7% (See Item 5)
14. TYPE OF REPORTING PERSON
   CO



     
CUSIP No. 019118108 
13D/A 
 Page 4 of Pages 11
 
1. NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P. I
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3953291
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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) o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE
NUMBER OF
SHARES
7. SOLE VOTING POWER
 222,100 shares (See Item 5)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 -0- (See Item 5)
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 222,100 shares (See Item 5)
PERSON
WITH
10. SHARED DISPOSITIVE POWER
   -0- (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   222,100 shares (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   3.7% (See Item 5)
14. TYPE OF REPORTING PERSON
   PN

 


     
CUSIP No. 019118108 
13D/A 
 Page 5 of Pages 11
 
1. NAME OF REPORTING PERSON:
Nelson Obus
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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) o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 UNITED STATES OF AMERICA
NUMBER OF
SHARES
7. SOLE VOTING POWER
 -0- shares (See Item 5) (1)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 587,235 shares (See Item 5) (1)
EACH REPORTING
PERSON
9. SOLE DISPOSITIVE POWER
 -0- shares (See Item 5)(1)
WITH
10. SHARED DISPOSITIVE POWER
   587,235 shares (See Item 5) (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   587,235 shares (See Item 5)(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   9.7% (See Item 5)(1)
14. TYPE OF REPORTING PERSON
   IN
(1) Mr. Obus may be deemed to have an indirect beneficial ownership in such shares through his positions as a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 363,600 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in 223,635 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. As Mr. Joshua H. Landes is a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc., Mr. Obus shares voting and dispositive power with Mr. Landes with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc.

 


     
CUSIP No. 019118108 
13D/A 
 Page 6 of Pages 11
 
1. NAME OF REPORTING PERSON:
 Joshua H. Landes
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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) o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 UNITED STATES OF AMERICA
NUMBER OF
SHARES
7. SOLE VOTING POWER
 -0- shares (See Item 5) (1)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 587,235 shares (See Item 5) (1)
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 -0- shares (See Item 5) (1)
PERSON
WITH
10. SHARED DISPOSITIVE POWER
   587,235 shares (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   587,235 shares (See Item 5) (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   9.7% (See Item 5) (1)
14. TYPE OF REPORTING PERSON
   IN
(1) Mr. Landes may be deemed to have an indirect beneficial ownership in such shares through his positions as a managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 363,600 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in 223,635 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. As Mr. Obus is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc., Mr. Landes shares voting and dispositive power with Mr. Obus with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc.



     
CUSIP No. 019118108 
13D/A 
 Page 7 of Pages 11
 
1. NAME OF REPORTING PERSON:
 Wynnefield Capital Management LLC
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4018186
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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) o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 NEW YORK
NUMBER OF
SHARES
7. SOLE VOTING POWER
 363,600 shares (See Item 5) (1)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 -0- (See Item 5)
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 363,600 shares (See Item 5) (1)
PERSON
WITH
10. SHARED DISPOSITIVE POWER
   -0- (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   363,600 shares (See Item 5) (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   6.0% (See Item 5) (1)
14. TYPE OF REPORTING PERSON
   OO (Limited Liability Company)
(1) Wynnefield Capital Management, LLC, as the general partner of Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I, holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.


     
CUSIP No. 019118108 
13D/A 
 Page 8 of Pages 11
 
1. NAME OF REPORTING PERSON:
 Wynnefield Capital, Inc.
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) S
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) o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 CAYMAN ISLANDS
NUMBER OF
SHARES
7. SOLE VOTING POWER
 223,635 shares (See Item 5)(1)
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 -0- (See Item 5)
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 223,635 shares (See Item 5)(1)
PERSON
WITH
10. SHARED DISPOSITIVE POWER
   -0- (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   223,635 shares (See Item 5)(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   3.7% (See Item 5)(1)
14. TYPE OF REPORTING PERSON
   CO
(1) Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 
       
CUSIP No. 019118108 
13D/A 
 Page 9 of Pages 11
 
Item 1. Security and Issuer.

This Amendment No. 4 (the "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission (the "Commission") on November 23, 2005, and as further amended on January 17, 2006, July 24, 2006 and December 13, 2006 (the "Schedule 13D") by Wynnefield Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I"), Wynnefield Small Cap Value Offshore Fund, Ltd. (the "Fund"), Wynnefield Capital Management, LLC ("WCM") and Wynnefield Capital, Inc. ("WCI"), with respect to shares of common stock, $0.10 par value (the “Common Stock”), of The Allied Defense Group, Inc., a Delaware corporation with its principal executive offices located at 8000 Towers Crescent Drive, Vienna, VA 22182 (the "Issuer"). In addition to the Wynnefield Group, this Amendment is filed on behalf of Nelson Obus (“Mr. Obus”) and Joshua Landes (“Mr. Landes” and, collectively with Partnership, Partnership-I, Fund, WCM, and Mr. Obus, the "Wynnefield Group"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.

The response to Item 5 is hereby amended and restated in its entirety as follows:

(a) - (c) As of December 19, 2006, the Wynnefield Group beneficially owned in the aggregate 587,235 shares of Common Stock, constituting approximately 9.7% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 6,034,558 shares outstanding on September 30, 2006, as set forth in the Issuer's most recent report on form 10-Q for the period ended September 30, 2006 filed with the Securities and Exchange Commission on November 14, 2006). The following table sets forth certain information with respect to shares of Common Stock beneficially owned directly by the Wynnefield Group members listed:

Name
Number of Shares
Approximate Percentage of Outstanding Shares
Partner*
141,500
2.3%
Partnership-I*
222,100
3.7%
Fund**
223,635
3.7%

* 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.
 

 
        
CUSIP No. 019118108 
13D/A 
 Page 10 of Pages 11
 
 

 
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 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 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 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 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 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 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 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 that WCI may be deemed to beneficially own.

Beneficial ownership of shares of Common Stock shown on the cover pages of and set forth elsewhere in this Amendment for each of the members 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) 587,235 shares of Common Stock, constituting approximately 9.7% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 6,034,558 shares outstanding on September 30, 2006, as set forth in the Issuer's most recent report on form 10-Q for the period ended September 30, 2006 filed with the Securities and Exchange Commission on November 14, 2006).

The filing of this Amendment 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, 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 of shares of Common Stock during the last 60 days, as follows:
 
Name
Date
Number of Shares
Price Per Share
Partner*
December 15, 2006
16,000
$16.71*
Partnership-I*
December 15, 2006
22,000
$16.71*
Fund**
December 15, 2006
26,000
$16.71*
* Private placement      
 
(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) Not applicable.
 

 
         
CUSIP No. 019118108 
13D/A 
 Page 11 of  Pages 11

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated: December 20, 2006
 
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
  By: Wynnefield Capital Management, LLC,
    its General Partner
     
  By: /s/ Nelson Obus                                             
   
Nelson Obus, Co-Managing Member
     
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
  By: Wynnefield Capital Management, LLC,
    its General Partner
     
  By: /s/ Nelson Obus    
    Nelson Obus, Co-Managing Member
     
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
  By: Wynnefield Capital, Inc.,
   
its Investment Manager
     
  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
     
    /s/ Nelson Obus    
   
Nelson Obus, Individually
     
    /s/ Joshua H. Landes   
   
Joshua H. Landes, Individually
 

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