1
|
NAME OF REPORTING PERSON
BLR Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,467,500
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,467,500
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,467,500
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Joshua E. Schechter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
18,372
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
18,372
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,372
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
BLR Partners
|
|
(a)
|
As of the close of business on December 21, 2016, BLR Partners beneficially owned 1,467,500 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
BLRPart GP
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,467,500 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
BLRGP
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,467,500 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Fondren Management
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,467,500 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
FMLP
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,467,500 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Radoff
|
|
(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,467,500 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,467,500
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,467,500
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Mr. Schechter:
|
|
(a)
|
As of the close of business on December 21, 2016, Mr. Schechter directly owned 18,372 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 18,372
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 18,372
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Schechter has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to B. Winokur, dated December 22, 2016.
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
|||
By:
|
FMLP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
/s/ Joshua E. Schechter | |
Joshua E. Schechter
|
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
5,000
|
7.6440
|
12/20/2016
|
Purchase of Common Stock
|
5,500
|
7.7610
|
12/21/2016
|
CDI, Inc. Payments to Winokur and Dechert | ||||||||||||
Year
|
BoD
|
Dechert Billings
|
Market Cap
End of Year1
|
|||||||||
2001
|
$ | 0.050 | 2 |
?
|
$ | 278.9 | ||||||
2002
|
$ | 0.050 | 2 |
?
|
$ | 522.2 | ||||||
2003
|
$ | 0.050 | 2 | $ | 1.700 | $ | 641.0 | |||||
2004
|
$ | 0.055 | 2 | $ | 1.900 | $ | 421.3 | |||||
2005
|
$ | 0.055 | 2 | $ | 1.700 | $ | 543.2 | |||||
2006
|
$ | 0.075 | $ | 0.800 | $ | 498.2 | ||||||
2007
|
$ | 0.128 | $ | 0.650 | $ | 493.3 | ||||||
2008
|
$ | 0.189 | $ | 0.950 | $ | 244.6 | ||||||
2009
|
$ | 0.173 | $ | 0.223 | $ | 245.7 | ||||||
2010
|
$ | 0.189 | $ | 0.386 | $ | 354.5 | ||||||
2011
|
$ | 0.180 | $ | 0.252 | $ | 264.9 | ||||||
2012
|
$ | 0.185 | $ | 0.205 | $ | 331.6 | ||||||
2013
|
$ | 0.187 | $ | 0.770 | $ | 361.2 | ||||||
2014
|
$ | 0.184 | $ | 0.650 | $ | 347.5 | ||||||
2015
|
$ | 0.183 | $ | 1.000 | $ | 133.2 | ||||||
TOTAL
|
$ | 1.933 | $ | 11.186 |
Sincerely,
|
||
/s/ Bradley L. Radoff
|
/s/ Joshua E. Schechter
|
|
Bradley L. Radoff
|
Joshua E. Schechter
|
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