OMB Number 3235-0145
United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A Amendment No. 2
Under the Securities and Exchange Act of 1934
Fremont General Corporation
Name of Issuer
common stock
Title of Class of Securities
CUSIP Number 357288109
Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, 216 595-1047
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 2, 2007
(Date of Event which Requires Filing of this Statement)
If this 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 240.13d-1(e) (f) or (g), check the
following box / /.
Note: Scheduled filed in paper format shall include a signed
original and five copies of the schedule including all exhibits.
See 240.13D-7 for other parties to who copies are to be sent.
*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 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 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 ("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).
1 Name of Reporting Person Howard Amster
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 2,334,750
Beneficially
Owned By Each 8 Shared Voting 4,658,550
Reporting Person
With 9 Sole Dispositive 2,334,750
10 Shared Dispositive 4,658,550
11 Aggregate Amount Beneficially owned 4,889,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 6.28 %
14 Type of Reporting Person IN
1 Name of Reporting Person Howard M Amster
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 3,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 3,400
11 Aggregate Amount Beneficially owned 3,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person OO
1 Name of Reporting Person Howard M Amster 2005
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 104,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 104,900
11 Aggregate Amount Beneficially owned 104,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.13 %
14 Type of Reporting Person OO
1 Name of Reporting Person Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 106,100
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 106,100
11 Aggregate Amount Beneficially owned 106,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.13 %
14 Type of Reporting Person OO
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 19,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 19,000
11 Aggregate Amount Beneficially owned 19,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 3,527,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 3,527,900
11 Aggregate Amount Beneficially owned 1,647,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 2.12 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,880,500
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,880,500
11 Aggregate Amount Beneficially owned 1,880,500
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 2.42 %
14 Type of Reporting Person OO
1 Name of Reporting Person Tamra F. Gould
2 If a member group a) / /
c) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 23,000
Beneficially
Owned By Each 8 Shared Voting 36,100
Reporting Person
With 9 Sole Dispositive 23,000
10 Shared Dispositive 36,100
11 Aggregate Amount Beneficially owned 59,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.08 %
14 Type of Reporting Person IN
1 Name of Reporting Person First Amended and Restated
Declaration of Trust of Tamra F. Gould
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 4,100
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 4,100
11 Aggregate Amount Beneficially owned 4,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person Gould Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 32,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 32,000
11 Aggregate Amount Beneficially owned 32,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.04 %
14 Type of Reporting Person CO
1 Name of Reporting Person Samuel J Heller
2 If a member group a) / /
d) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 9,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 9,400
11 Aggregate Amount Beneficially owned 9,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
1 Name of Reporting Person Samuel J Heller Irrevocable Trust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 9,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 9,400
11 Aggregate Amount Beneficially owned 9,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person Let's Get Organized, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 250
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 250
11 Aggregate Amount Beneficially owned 250
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person CO
1 Name of Reporting Person newAX, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,800
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,800
11 Aggregate Amount Beneficially owned 12,800
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Corp.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 348,850
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 348,850
11 Aggregate Amount Beneficially owned 348,850
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.44 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Ltd.
Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds 00
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 345,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 345,400
11 Aggregate Amount Beneficially owned 345,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.44 %
14 Type of Reporting Person 00
1 Name of Reporting Person Ramat Securities Ltd.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 526,200
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 526,200
11 Aggregate Amount Beneficially owned 526,200
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.68 %
14 Type of Reporting Person BD
1 Name of Reporting Person Tova Financial, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 21,550
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 21,550
11 Aggregate Amount Beneficially owned 7,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person CO
1 Name of Reporting Person Tova Financial, Inc. Charitable
Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 13,650
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 13,650
11 Aggregate Amount Beneficially owned 13,650
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person OO
1 Name of Reporting Person ZAK Group LLC
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 7,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 7,900
11 Aggregate Amount Beneficially owned 7,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person David Zlatin
2 If a member group a) / /
e) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 3,441
Beneficially
Owned By Each 8 Shared Voting 557,900
Reporting Person
With 9 Sole Dispositive 3,441
10 Shared Dispositive 557,900
11 Aggregate Amount Beneficially owned 547,691
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.70 %
14 Type of Reporting Person IN
1 Name of Reporting Person David Zlatin and Gilda Zlatin JTWOS
2 If a member group a) / /
f) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 23,550
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 23,550
11 Aggregate Amount Beneficially owned 9,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
1 Name of Reporting Person Gilda Zlatin
2 If a member group a) / /
g) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 905
Beneficially
Owned By Each 8 Shared Voting 23,550
Reporting Person
With 9 Sole Dispositive 905
10 Shared Dispositive 23,550
11 Aggregate Amount Beneficially owned 10,805
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
There are no changes to the Schedule 13D, as amended except
as set forth in this second amendment.
Item 2. Identity and Background
The First Amended and Restated Declaration of Trust of
Tamra F. Gould replaced the Tamra F. Gould Investment
Trust. The 4,100 Fremont General Corporation common
shares were transferred to this trust on 01/05/07.
The previous Tamra F. Gould Investment Trust, James
Loveman, its trustee no longer have any shared voting,
dispositive power and disclaim any beneficial ownership
of Fremont General Corporation and are no longer a member
of this Group.
First Amended and Restated Declaration of Trust of
Tamra F. Gould
First Amended and Restated Declaration of Trust of
Tamra F. Gould is funded by Tamra F. Gould.
The Trustee of this Trust distributes income and principal
as determined to Tamra F. Gould. Because Tamra F. Gould
has the right to change, amend the Trust it can be deemed she
has shared voting, dispositive power and beneficial ownership
to any security in the Trust.
a) First Amended and Restated Declaration
of Trust of Tamra F. Gould
b) 25812 Fairmount Blvd.
Beachwood, OH 44122-2214
c) Investment Trust
d) Neither Tamra F. Gould as trustee or the Trust
have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any) within the
last five years.
e) Neither Tamra F. Gould as trustee or the Trust
have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdictions of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
For information purposes only
Ramat Securities Ltd. clients and employees own 157,900
common shares of Fremont General Corporation common
shares excluding various Amster, Gould, Zlatin member
group shares or 0.20 % of Fremont General Corporation
common shares.
Clients and employees of Ramat Securities Ltd. excluding
various Amster, Gould, Zlatin member group shares do not
have ownership, no shared voting, no dispositive power no
pecuniary interest in any Fremont General Corporation
common shares held by this reporting group nor to any
other securities owned directly or indirectly by the
reporting group.
Ramat Securities Ltd. has no ownership, no shared voting,
no dispositive, no pecuniary interest in Fremont General
Corporation common shares owned by its clients and
employees directly or indirectly excluding various Amster,
Gould, Zlatin member group shares.
Ramat Securities Ltd. has no ownership, no shared
voting, no dispositive, no pecuniary interest in any
other securities owned by its clients or employees
directly or indirectly excluding Mr. Amster, Mr. Zlatin.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement accounts
purchased an additional 278,600 common shares with personal
funds without borrowing. The total consideration for these
purchases is $ 3,942,567.54 bringing Howard Amster's total
investment to $ 44,468,091.62.
Howard M Amster 2005 Charitable Remainder Unitrust purchased
an additional 24,200 common shares with trust assets without
borrowing. The total consideration for these purchases is
$ 328,846.08 bringing Howard M Amster 2005 Charitable
Remainder Unitrust's total investment to $ 1,867,299.91.
Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust purchased an additional 1,300 common shares with
trust assets without borrowing. The total consideration for the
purchase for this purchase is $ 17,621.42 bringing Howard
Amster and Tamra F. Gould Charitable Remainder Unitrust's
total investment to $ 2,378,288.03.
Amster Ltd. Partnership purchased an additional 2,000 common
shares with partnership funds without borrowing. The total
consideration for these purchases is $ 30,907.72 bringing
Amster Ltd. Partnership's total investment to $ 192,959.57.
Amster Trading Company purchased an additional 102,500
common shares with working capital without borrowing. The
total consideration for these purchases is $ 1,729,789.25
bringing Amster Trading Company's total investment to
$ 32,051,603.44.
Amster Trading Company Charitable Remainder Unitrusts
purchased an additional 561,500 common shares with trust
assets without borrowing. The total consideration for this
purchase is $ 9,092,070.91 bringing Amster Trading Company
Charitable Remainder Unitrusts's total investment to
$ 32,231,326.99.
Pleasant Lake Apts. Corp. purchased an additional 1,400
common shares with working capital without borrowing.
The total consideration for this purchase is $ 18,974.26.
bringing Pleasant Lake Apts. Corp.'s total investment to
$ 59,993.93.
Pleasant Lake Apts. Ltd. Partnership purchased an additional
60,400 common shares with partnership funds without
borrowing. The total consideration for these purchases is
$ 1,006,326.61 bringing Pleasant Lake Apts. Ltd. Partnership's
total investment to $ 5,833,185.72.
Ramat Securities Ltd. purchased an additional 115,900 common
shares with working capital without borrowing. The total
consideration for these purchases is $ 1,665,326.03 bringing
Ramat Securities Ltd.'s total investment to $ 9,227,524.43.
Tova Financial, Inc. Charitable Remainder Unitrust purchased
an additional 1,147 common shares with trust assets
without borrowing. The total consideration for the purchase
is $ 15,551.57 bringing Tova Financial, Inc. Charitable
Remainder Unitrust's total investment to $ 287,550.12.
David Zlatin, in his individual retirement account purchased
an additional 2,461 common shares with personal funds and
without borrowing. The total consideration for the purchases
is $ 38,824.59 bringing David Zlatin's total investment to
$ 55,972.09.
Gilda Zlatin, in her individual retirement accounts purchased
an additional 215 common shares with personal funds and
without borrowing. The total consideration for the purchases
is $ 2,947.60 bringing Gilda Zlatin's total investment to
$ 17,273.32.
Item 4. Purpose of Transaction
The following acquired their shares or may deemed to
be a group for purposes of investment.
Howard Amster
Howard M Amster Charitable Remainder Unitrust
Howard M Amster 2005 Charitable Remainder Unitrust
Howard Amster and Tamra F Gould Charitable Remainder Unitrust
Amster Limited Partnership
Amster Trading Company
Amster Trading Company Charitable Remainder Unitrusts
Tamra F. Gould
First Amended and Restated Declaration of Trust of Tamra F. Gould
Gould Trading Company
Samuel J. Heller
Samuel J. Heller Irrevocable Trust
Let's Get Organized, Inc.
newAx, Inc.
Pleasant Lake Apts. Corp.
Pleasant Lake Apts. Ltd. Partnership
Ramat Securites Ltd.
Tova Financial, Inc.
Toval Financial Inc., Charitable Remainder Unitrust
Zak Group Ltd.
David Zlatin
David Zlatin and Gilda Zlatin as JTWROS
Gilda Zlatin
There are no present plans or proposals by this group of
record or the beneficial owners as reported in this Schedule 13D
amendment which relates to or would result in the following:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer provided, however,
the reporting persons might acquire additional shares or other securities
of the issuer or dispose of some or all of their shares depending upon
market conditions and their personal circumstances;
Item 5. Interest in Securities of the Issuer
The outstanding common shares of the Issuer is 77,862,000 shares
as of October 31, 2006 referenced in the 10-Q for period ending
September 30, 2006.
(a)(b) The aggregate amount owned by this Reporting Group is
7,080,546 shares or 9.09 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 2,334,750 shares or 3.0 % of the common outstanding shares.
Howard M Amster Charitable Remainder Unitrust owns
3,400 shares or 0.00 % of the common outstanding shares.
Howard M Amster 2005 Charitable Remainder Unitrust owns
104,900 shares or 0.13 % of the common outstanding shares.
Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust owns 106,100 shares or 0.13 % of the common
outstanding shares.
Amster Ltd. Partnership owns 11,100 common
shares or 0.02 % of the common outstanding shares
Amster Trading Company owns 1,647,400 shares or
2.12 % of the common outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts
own 1,880,500 shares or 2.42 % of the common outstanding
shares.
Tamra F. Gould in her individual retirement account
owns 23,000 common shares or
0.03 % of the common outstanding shares.
First Amended and Restated Declaration of Trust of
Tamra F. Gould owns 4,100 or 0.01% of the common
outstanding shares.
Gould Trading Company owns 32,000 or 0.04 %
of the common outstanding shares.
Samuel J Heller Irrevocable trust owns 9,400 shares
or 0.01 % of the common outstanding shares.
Let's Get Organized Inc. owns 250 common shares or
0.00 % of the common outstanding shares.
newAx, Inc. owns 12,800 common shares or
0.02 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Corp. owns 3,450 common
shares or 0.0 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Partnership owns 345,400 common
shares or 0.44 % of the common outstanding shares.
Ramat Securities Ltd. owns 526,200 common shares or
0.68 % of the common outstanding shares.
Tova Financial, Inc. owns 7,900 common shares or
0.01 % of the common outstanding shares.
Tova Financial, Inc. Charitable Remainder Unitrust
owns 13,650 common shares or 0.02 % of the
common outstanding shares.
ZAK Group LLC owns 7,900 common shares or
0.01 % of the common outstanding shares.
David Zlatin owns 3,441 common shares or
0.0 % of the common outstanding shares.
David Zlatin and Gilda Zlatin as JTROS own 2,000
common shares or 0.00 % of the common outstanding shares.
Gilda Zlatin owns 905 common shares or
0.00 % of the common outstanding shares.
c) Description of Transactions
All purchases were executed on a listed stock exchange
as an open market transaction with Bear, Stearns Securities
Corp. as executing broker.
Identity Date Shares Price
Howard Amster 02/02/07 159,600 14.10
and various 02/05/07 53,000 14.21
Individual 02/05/07 66,000 14.16
Retirement Accounts
Howard M Amster 01/23/07 1,600 14.20
2005 Charitable 01/31/07 22,600 13.53
Remainder Unitrust
Howard Amster 01/31/07 1,300 13.53
and Tamra F. Gould
Charitable Remainder
Unitrust
Amster Ltd. 12/28/06 1,200 16.68
Partnership 01/31/07 800 13.53
Amster Trading 11/22/06 102,500 16.86
Company
Amster Trading 11/28/06 106,000 16.88
Company Charitable 11/29/06 127,200 17.09
Remainder Unitrusts 11/30/06 151,600 17.08
12/01/06 37,100 16.91
01/23/07 23,200 14.20
01/31/07 116,400 13.53
Pleasant Lake 01/31/07 1,400 13.53
Apts. Ltd. Corp.
Pleasant Lake 11/22/06 56,500 16.86
Apts. Ltd. 01/31/07 3,900 13.53
Partnership
Ramat Securities 11/30/06 2,900 17.08
Ltd. 12/05/06 2,000 17.17
12/07/06 1,800 16.76
12/18/06 4,200 16.86
02/02/07 105,000 14.10
Tova Financial, Inc. 01/31/07 1,147 13.53
Charitable Remainder
Unitrust
David Zlatin 12/11/06 2,000 16.24
in his individual 01/31/07 461 13.53
retirement accounts
Gilda Zlatin 01/31/07 215 13.53
in her individual
retirement accounts
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: February 5, 2007
/s/
Howard Amster
/s/
Howard M Amster Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Howard M Amster 2005 Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Amster Limited Partnership
By: Howard Amster
Title: General Partner
/s/
Amster Trading Company
By: Howard Amster
Title: President
/s/
Amster Trading Company Charitable Remainder Unitrusts
By: Howard Amster
Title: Trustee
/s/
Tamra F. Gould
/s/
First Amended and Restated Declaration
Of Trust of Tamra F. Gould
By: Tamra F. Gould
Title: Trustee
/s/
Gould Trading Company
By: Tamra F. Gould
Title: President
/s/
Samuel J Heller
/s/
Samuel J Heller Irrevocable Trust
By: Howard Amster
Title: Trustee
/s/
Let's Get Organized, Inc.
By: David Zlatin
Title: President
/s/
newAx, Inc.
By: John C. Loring
Title: Chairman, President and CEO
/s/
Pleasant Lake Apts. Corp.
By: Howard Amster
Title: President
/s/
Pleasant Lake Apts. Ltd. Partnership
By: Pleasant Lake Apts. Corp., Howard Amster, President
Title: Its General Partner
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Ramat Securities Ltd.
By: David Zlatin
Title: Principal
/s/
Tova Financial, Inc.
By: David Zlatin
Title: President
/s/
Tova Financial , Inc. Charitable Remainder Unitrust
By: David Zlatin & Gilda Zlatin
Title: Co-trustees
/s/
Zak Group LLC
By: David Zlatin
Title: Member
/s/
David Zlatin
/s/ /s/
David Zlatin and Gilda Zlatin as JTWROS
/s/
Gilda Zlatin