Schedule 13G/A

-----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, HW7dQaDnkeNa2zAit1uxVRdi5WQjOpsbdDgF/XPXdXs7Uj6zOH5DYnJhUIVv/65V T4i1oL+6fNytJxsFZvQgzg== 0001193125-07-022271.txt : 20070207 0001193125-07-022271.hdr.sgml : 20070207 20070207124055 ACCESSION NUMBER: 0001193125-07-022271 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 GROUP MEMBERS: ARMORY ADVISORS, LLC GROUP MEMBERS: ARMORY FUND LP GROUP MEMBERS: ARMORY MASTER FUND, LTD. GROUP MEMBERS: ARMORY OFFSHORE FUND, LTD. GROUP MEMBERS: ARMORY PARTNERS LLC GROUP MEMBERS: JAY BURNHAM GROUP MEMBERS: MICHAEL MEAGHER GROUP MEMBERS: STEPHEN C. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HOLDINGS INC CENTRAL INDEX KEY: 0000909950 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 580360550 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49391 FILM NUMBER: 07587046 BUSINESS ADDRESS: STREET 1: 160 CLAIRMONT AVE STREET 2: STE 200 CITY: DECATUR STATE: GA ZIP: 30030 BUSINESS PHONE: 4043701100 MAIL ADDRESS: STREET 1: 160 CLAIREMONT AVENUE SUITE 200 CITY: DECATUR STATE: GA ZIP: 30030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seaport Group, LLC Profit Sharing Plan CENTRAL INDEX KEY: 0001368418 IRS NUMBER: 113669047 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 360 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-616-7710 MAIL ADDRESS: STREET 1: 360 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ALLIED HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

019223106

(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 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.


				Page 2 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Armory Master Fund Ltd. Tax Id No.: 98-0452986
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
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

		0
		6. SHARED VOTING POWER

		480,200 **
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		480,200**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	480,200 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.3% **
12.	TYPE OF REPORTING PERSON

	OO (exempted company with limited liability)

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

Pursuant to Rule 13d-4 of the Securities and Exchange Act of 1934 (the “Exchange Act”), neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose.


				Page 3 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Armory Fund LP Tax Id No.: 65-1194826
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
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

		0
		6. SHARED VOTING POWER

		349,682**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		349,682**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	349,682 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.9% **
12.	TYPE OF REPORTING PERSON

	PN

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 4 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Armory Partners LLC Tax Id No.: 58-2675772
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
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

		0
		6. SHARED VOTING POWER

		349,682**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		349,682**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	349,682 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.9% **
12.	TYPE OF REPORTING PERSON

	OO (Limited Liability Company)

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 5 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Armory Offshore Fund, Ltd. Tax Id No.: 98-0452985
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
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

		0
		6. SHARED VOTING POWER

		130,518**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		130,518**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	130,518 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.5% **
12.	TYPE OF REPORTING PERSON

	OO (exempted company with limited liability)

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 6 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Armory Advisors LLC Tax Id No.: 45-0518991
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
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

		0
		6. SHARED VOTING POWER

		539,700**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		539,700**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	539,700 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.0% **
12.	TYPE OF REPORTING PERSON

	OO (Limited Liability Company)

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 7 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		The Seaport Group, LLC Profit Sharing Plan Tax Id No.: 11-3669047
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
3.		SEC Use Only

4.		CITIZENSHIP OR PLACE OF ORGANIZATION


Number Of Shares Beneficially Owned By Each Reporting Person With		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		109,000**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		109,000**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	109,000 **
10.	CHECK 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

	EP

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 8 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Michael Meagher
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
3.		SEC Use Only

4.		CITIZENSHIP OR PLACE OF ORGANIZATION


Number Of Shares Beneficially Owned By Each Reporting Person With		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		648,700**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		648,700**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	648,700 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2% **
12.	TYPE OF REPORTING PERSON

	IN

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.


				Page 9 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Stephen C. Smith
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
3.		SEC Use Only

4.		CITIZENSHIP OR PLACE OF ORGANIZATION


Number Of Shares Beneficially Owned By Each Reporting Person With		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		648,700**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		648,700**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	648,700 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2% **
12.	TYPE OF REPORTING PERSON

	IN

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.


				Page 10 of 17
Common Stock - CUSIP No. 019223106


1.		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Jay Burnham
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ¨
		(b) x*
3.		SEC Use Only

4.		CITIZENSHIP OR PLACE OF ORGANIZATION


Number Of Shares Beneficially Owned By Each Reporting Person With		5. SOLE VOTING POWER


		6. SHARED VOTING POWER

		539,700**
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		539,700**


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	539,700 **
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.0% **
12.	TYPE OF REPORTING PERSON

	IN

*	The reporting persons making this filing held an aggregate of 648,700 shares of Common Stock, which is 7.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.


				Page 11 of 17

ITEM 1.

(a)

Name of Issuer:

Allied Holdings, Inc., a Georgia corporation (the “Issuer”)

ITEM 1.

(b)

Address of Issuer’s principal executive offices:

160 Clairemont Avenue, Suite 200, Decatur, Georgia 30030

ITEM 2.

(a)

Name of Persons Filing:

Armory Master Fund Ltd., an Exempted Company incorporated in the Cayman Islands with Limited Liability (“AMF”), with respect to the Common Stock held by it.

Armory Fund LP, a Delaware limited partnership (“LP”), with respect to its proportionate share of the Common Stock held by AMF.

Armory Partners LLC, a Delaware limited liability company (“Partners”), which is the general partner of LP, with respect to LP’s proportionate share of the Common Stock held by AMF.

Armory Offshore Fund Ltd., an Exempted Company incorporated in the Cayman Islands (“Offshore”), with respect to its proportionate share of the Common Stock held by AMF.

Armory Advisors LLC, a Delaware limited liability company (“Advisors”), which is the investment adviser of AMF, LP and Offshore and the manager of a certain account (the “Managed Account”), with respect to the Common Stock held by the Managed Account and with respect to the Common Stock held by AMF.

The Seaport Group, LLC Profit Sharing Plan, an employee benefit plan (the “Plan”), with respect to the Common Stock held by it.

Stephen C. Smith (“Smith”), an individual who is a member of Advisors and a trustee and plan administrator of the Plan, with respect to the Common Stock held by AMF, the Managed Account and the Plan.

Michael Meagher (“Meagher”), an individual who is a member of Advisors and a trustee and plan administrator of the Plan, with respect to the Common Stock held by AMF, the Managed Account and the Plan.

Jay Burnham (“Burnham”), an individual who is a member of Advisors, with respect to the Common Stock held by AMF and the Managed Account.

AMF, LP, Partners, Offshore, Advisors, the Plan, Smith, Meagher and Burnham are collectively referred to as the “Filing Persons.”

ITEM 2.

(b)

Address of principal business office:

The principal business address of Armory Master Fund Ltd., Armory Fund LP, Armory Offshore Fund Ltd., Armory Advisors and Mr. Burnham is 999 Fifth Avenue, Suite 450, San Rafael, CA 94901.

The principal business address of Armory Partners LLC is 1981 Marcus Avenue, Suite C100, Lake Success, New York 11042.

The principal business address of The Seaport Group, LLC Profit Sharing Plan and Messrs. Meagher and Smith is 360 Madison Avenue, 22nd Floor, New York, New York 10017.

ITEM 2.

(c)

Citizenship

Armory Master Fund Ltd.

Cayman Islands

Armory Fund LP

Delaware

Armory Partners LLC

Delaware

Armory Offshore Fund Ltd.

Cayman Islands

Armory Advisors LLC

Delaware

The Seaport Group, LLC Profit Sharing Plan

Delaware

Michael Meagher

United States

Stephen C. Smith

United States

Jay Burnham

United States

ITEM 2.

(d)

Title of class of securities:

Common Stock, no par value

ITEM 2.

(e)

CUSIP: No.

019223106

ITEM 3.

If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the act (15 u.s.c. 78o).

(b)

Bank as defined in section 3(a)(6) of the act (15 u.s.c. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the act (15 u.s.c. 78c).

(d)

Investment company registered under section 8 of the investment company act of 1940 (15 u.s.c. 80a-8).

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(e);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(f);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(g);

(h)

A savings association as defined in section 3(b) of the federal deposit insurance act (12 u.s.c. 1813);

(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 (15 u.s.c. 80a-3);

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(j).


				Page 12 of 17


ITEM 4.	Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	Armory Master Fund Ltd.

	A.	Amount Beneficially owned: 480,200

	B.	Percent of Class: 5.3%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 480,200

		3.	sole dispositive power: 0

		4.	shared dispositive power: 480,200

	Armory Fund LP

	A.	Amount Beneficially owned: 349,682

	B.	Percent of Class: 3.9%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 349,682

		3.	sole dispositive power: 0

		4.	shared dispositive power: 349,682

	Armory Partners LLC

	A.	Amount Beneficially owned: 349,682

	B.	Percent of Class: 3.9%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 349,682

		3.	sole dispositive power: 0

		4.	shared dispositive power: 349,682

	Armory Offshore Fund Ltd.

	A.	Amount Beneficially owned: 130,518

	B.	Percent of Class: 1.5%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 130,518

		3.	sole dispositive power: 0

		4.	shared dispositive power: 130,518

	Armory Advisors LLC

	A.	Amount Beneficially owned: 539,700

	B.	Percent of Class: 6.0%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power:

		2.	shared voting power: 539,700

		3.	sole dispositive power:

		4.	shared dispositive power: 539,700

	The Seaport Group, LLC Profit Sharing Plan

	A.	Amount Beneficially owned: 109,000

	B.	Percent of Class: 1.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power:

		2.	shared voting power: 109,000

		3.	sole dispositive power:

		4.	shared dispositive power: 109,000

	Michael Meagher

	A.	Amount Beneficially owned: 648,700

	B.	Percent of Class: 7.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power:

		2.	shared voting power: 648,700

		3.	sole dispositive power:

		4.	shared dispositive power: 648,700

	Stephen C. Smith

	A.	Amount Beneficially owned: 648,700

	B.	Percent of Class: 7.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power:

		2.	shared voting power: 648,700

		3.	sole dispositive power:

		4.	shared dispositive power: 648,700

	Jay Burnham

	A.	Amount Beneficially owned: 539,700

	B.	Percent of Class: 6.0%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power:

		2.	shared voting power: 539,700

		3.	sole dispositive power:

		4.	shared dispositive power: 539,700

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: ¨

	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.

	Not Applicable.

ITEM 9.	Notice of Dissolution of Group.

	Not Applicable.

ITEM 10.	Certifications.

	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.


				Page 13 of 17

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, complete and correct.


Dated: February 1, 2007	ARMORY MASTER FUND LTD.

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Director

Dated: February 1, 2007	ARMORY FUND LP

	By:	Armory Partners LLC

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	ARMORY PARTNERS LLC

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	ARMORY OFFSHORE FUND LTD.

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Director


				Page 14 of 17


Dated: February 1, 2007	ARMORY ADVISORS LLC

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	THE SEAPORT GROUP, LLC PROFIT SHARING PLAN

	By:	/s/ Michael Meagher
	Name:	Michael Meagher
	Title:	Member

Dated February 1, 2007
		/s/ Jay Burnham
		Jay Burnham

Dated: February 1, 2007
		/s/ Michael Meagher
		Michael Meagher

Dated: February 1, 2007
		/s/ Stephen C. Smith
		Stephen C. Smith


				Page 15 of 17

EXHIBIT INDEX


Number		Description
99.1		Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith

EX-99.1 2 dex991.htm STATEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Statement pursuant to Rule 13d-1(k)(1)(iii)


				Page 16 of 17

Exhibit 99.1

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-6 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.


Dated: February 1, 2007	ARMORY MASTER FUND LTD.

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Director

Dated: February 1, 2007	ARMORY FUND LP

	By:	Armory Partners LLC
	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	ARMORY PARTNERS LLC

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	ARMORY OFFSHORE FUND LTD.

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Director


				Page 17 of 17


Dated : February 1, 2007	ARMORY ADVISORS LLC

	By:	/s/ Jay Burnham
	Name:	Jay Burnham
	Title:	Member

Dated: February 1, 2007	THE SEAPORT GROUP, LLC PROFIT SHARING PLAN

	By:	/s/ Michael Meagher
	Name:	Michael Meagher
	Title:	Member


Dated: February 1, 2007

		/s/ Michael Meagher
		Michael Meagher

Dated: February 1, 2007

		/s/ Stephen C. Smith
		Stephen C. Smith

Dated: February 1, 2007

		/s/ Jay Burnham
		Jay Burnham

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