Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(a) and Amendments thereto Filed

Pursuant to Rule 13d-2(a)

 

(Amendment No. 4)*

 

 

 

 

SUNLINK HEALTH SYSTEMS, INC.


(Name of issuer)

 

 

Common Stock, without par value


(Title of class of securities)

 

 

86737U102


(CUSIP number)

 

 

COPY TO:

R. G. Barrett

North Atlantic Value LLP

Ryder Court

14 Ryder Street

London SW1Y 6QB, England

011-44-207-747-5640


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

October 11, 2005


(Dates of Events which Require 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 ¨.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom 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 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 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).

 

(Continued on following pages)


CUSIP No. 86737U102    Page 2 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            North Atlantic Value LLP

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            England

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                1,144,900


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                1,144,900

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,144,900

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            15.9%

   
14.  

TYPE OF REPORTING PERSON*

 

            OO, IA

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 3 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Christopher Harwood Bernard Mills

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            England

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                1,144,900


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                1,144,900

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,144,900

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            15.9%

   
14.  

TYPE OF REPORTING PERSON*

 

            IN

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 4 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            American Opportunity Trust plc

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            England

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                302,844


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                302,844

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            302,844

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            4.2%

   
14.  

TYPE OF REPORTING PERSON*

 

            IV

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 5 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            The Trident North Atlantic Fund

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            Cayman Islands

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                239,302


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                239,302

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            239,302

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            3.3%

   
14.  

TYPE OF REPORTING PERSON*

 

            IV, CO

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 6 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Trident Holdings

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            Cayman Islands

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                123,670


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                123,670

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            123,670

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            1.7%

   
14.  

TYPE OF REPORTING PERSON*

 

            IV, CO

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 7 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            High Tor Limited

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            Cayman Islands

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                29,084


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                29,084

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            29,084

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0.4%

   
14.  

TYPE OF REPORTING PERSON*

 

            CO

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 8 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Gildea Management Company

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                105,000


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                105,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            105,000

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            1.5%

   
14.  

TYPE OF REPORTING PERSON*

 

            CO, IA

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 9 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            John W. Gildea

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            AF, 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

 

                2,800


  8.    SHARED VOTING POWER

 

                105,000


  9.    SOLE DISPOSITIVE POWER

 

                2,800


10.    SHARED DISPOSITIVE POWER

 

                105,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            107,800

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            1.5%

   
14.  

TYPE OF REPORTING PERSON*

 

            IN

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102    Page 10 of 28

 

SCHEDULE 13D

 

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Axia Value Partners LLC

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  x

   
  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

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                0


  8.    SHARED VOTING POWER

 

                105,000


  9.    SOLE DISPOSITIVE POWER

 

                0


10.    SHARED DISPOSITIVE POWER

 

                105,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            105,000

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            1.5%

   
14.  

TYPE OF REPORTING PERSON*

 

            OO

   

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!


AMENDMENT NO. 4 TO

STATEMENT ON SCHEDULE 13D

 

This Amendment No. 4 to Statement on Schedule 13D (the “Amendment”) is filed on behalf of the Filing Parties (defined below). This Amendment amends the Statement on Schedule 13D filed by certain of the Filing Parties with the Securities and Exchange Commission (the “SEC”) on September 30, 2005 pursuant to an amended and restated joint filing agreement dated as of January 31, 2005. The Filing Parties have previously filed Statements on Schedule 13D relating to the Company on January 25, 2005, January 31, 2005, April 18, 2005 and September 30, 2005.

 

Item 1. Security and Issuer.

 

The class of equity securities to which this Amendment relates is the common stock, without par value (the “Common Stock”), of Sunlink Health Systems, Inc., an Ohio corporation (the “Company”). The principal executive offices of the Company are located at 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339.

 

Item 2. Identity and Background.

 

2 (a-c,f).

 

I. Filing Parties:

 

This Amendment is filed on behalf of the following persons, who are collectively referred to as the “Filing Parties”:

 

  1. North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients.

 

  2. Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as executive director of North Atlantic Smaller Companies Investment Trust (“NASCIT”), as chief executive of American Opportunity Trust plc (“American Opportunity Trust”), as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, The Trident North Atlantic Fund (“Trident North Atlantic”), Oryx International Growth Fund Limited, Acquisitor plc and Acquisitor Holdings (Bermuda) Ltd., and as co-investment adviser to NASCIT.

 

Page 11 of 28


  3. American Opportunity Trust is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. American Opportunity Trust is a publicly-held investment trust company. North Atlantic Value serves as investment manager to American Opportunity Trust.

 

  4. Trident North Atlantic is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. Christopher Harwood Bernard Mills serves as a director of Trident North Atlantic and North Atlantic Value serves as an investment adviser to Trident North Atlantic.

 

  5. Trident Holdings (“Trident Holdings”) is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 1350GT, 75 Fort Street, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. North Atlantic Value serves as an investment adviser to Trident Holdings.

 

  6. High Tor Limited (“Trident High Tor”) is a corporation organized under the laws of the Cayman Islands with its principal office and business at P.O. Box N-4857, Unit No. 2, Cable Beach Court, West Bay Street, Nassau, The Bahamas. High Tor Limited is a private client of North Atlantic Value, which serves as an investment adviser to a portfolio of assets owned by Trident High Tor.

 

  7. Gildea Management Company is a corporation organized under the laws of the State of Delaware with its principal office and business address at PO Box 938, 65 Vitti Street, New Canaan, Connecticut. Gildea Management Company is principally engaged in the business of investment management.

 

  8. John W. Gildea is a U.S. citizen whose principal business address is PO Box 938, 65 Vitti Street, New Canaan, Connecticut. His principal employment includes service as the managing director of Gildea Management Company and as a director of American Opportunity Trust.

 

  9. Axia Value Partners LLC (“Axia Value Partners”) is a limited liability company organized under the laws of the State of Delaware with its principal office and business address at PO Box 938, 65 Vitti Street, New Canaan, Connecticut. Axia Value Partners is a private equity fund. Gildea Management Company serves as the investment manager of Axia Value Partners.

 

II. Executive Officers and Directors:

 

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein.

 

Page 12 of 28


(d) Criminal Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) Civil Securities Law Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price of the 302,844 shares of Common Stock beneficially held by American Opportunity Trust is $1,672,934 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by American Opportunity Trust were paid for using its working capital funds.

 

The aggregate purchase price of the 239,302 shares of Common Stock beneficially held by Trident North Atlantic is $1,733,585 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident North Atlantic were paid for using its working capital funds.

 

The aggregate purchase price of the 123,670 shares of Common Stock beneficially held by Trident Holdings is $906,259 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident Holdings were paid for using its working capital funds.

 

The aggregate purchase price of the 29,084 shares of Common Stock beneficially held by Trident High Tor is $200,107 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident High Tor were paid for using its working capital funds.

 

The aggregate purchase price of the 450,000 shares of Common Stock beneficially held by North Atlantic Value on behalf of its private clients is $3,780,000 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by North Atlantic Value on behalf of its private clients were paid for using the working capital funds of such private clients.

 

Page 13 of 28


The aggregate purchase price of the 105,000 shares of Common Stock beneficially held by Axia Value Partners is $576,250 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Axia Value Partners were paid for using its working capital funds.

 

The aggregate purchase price of the 2,800 shares of Common Stock beneficially held solely by John W. Gildea is $14,280 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held solely by Mr. Gildea were paid for using his personal funds.

 

Item 4. Purpose of Transaction.

 

On October 11, 2005, North Atlantic Value delivered a letter to the Company setting forth its proposal to acquire all the outstanding shares of the Company for $10.25 per share in cash, subject only to due diligence and satisfaction of customary conditions. The letter to the Company is attached as Exhibit 99.3 to this Amendment on Schedule 13D.

 

In addition to the foregoing, the Filing Parties may take such actions with respect to their investment in the Company as they deem appropriate, including without limitation: (i) having open communications with the Company’s management in order to monitor their efforts to increase shareholder value, (ii) purchasing additional shares of Common Stock in the open market or otherwise, (iii) seeking a change of control of the Company through various means, including without limitation, an extraordinary corporate transaction, such as a merger, reorganization, recapitalization or tender offer, (iv) seeking to amend the Company’s charter and by-laws, (v) seeking to elect a slate of directors to the Company’s board of directors and (vi) presenting proposals for stockholders’ consideration at an annual or special meeting of the Company’s stockholders.

 

Should the Company fail to define a clear strategy to maximize shareholder value, the Filing Parties may consider a means by which some or all of the directors may be removed from the board of directors.

 

In addition, the Filing Parties believe it is in the interest of all shareholders if either the current board or a new board immediately appoint an independent firm of investment bankers to find ways to maximize shareholder value.

 

The Filing Parties may also participate in discussions with potential purchasers of their shares of Common Stock, sell some or all of their shares of Common Stock in the open market or through privately negotiated transactions, or change their intention with respect to any and all of the matters referred to above.

 

Page 14 of 28


Item 5. Interest in Securities of the Issuer.

 

(a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:

 

Filing Party


   Aggregate
Number of
Shares


   Number
of
Shares:
Sole
Power to
Vote


  

Number

of

Shares:
Shared
Power to
Vote


   Number of
Shares:
Sole
Power to
Dispose


   Number of
Shares:
Shared
Power to
Dispose


   Approximate
Percentage*


 

North Atlantic Value+

   1,144,900    0    1,144,900    0    1,144,900    15.9 %

Christopher H. B. Mills+

   1,144,900    0    1,144,900    0    1,144,900    15.9 %

American Opportunity Trust

   302,844    0    302,844    0    302,844    4.2 %

Trident North Atlantic

   239,302    0    239,302    0    239,302    3.3 %

Trident Holdings

   123,670    0    123,670    0    123,670    1.7 %

Trident High Tor

   29,084    0    29,084    0    29,084    0.4 %

John W. Gildea

   107,800    2,800    105,000    2,800    105,000    1.5 %

Gildea Management Company

   105,000    0    105,000    0    105,000    1.5 %

Axia Value Partners

   105,000    0    105,000    0    105,000    1.5 %

* Based on 7,203,703 shares of Common Stock, without par value, outstanding as of September 15, 2005, which is based on information reported in the Company’s 10-K, for the fiscal year ended June 30, 2005.
+ Consists of shares of Common Stock held by American Opportunity Trust, Trident North Atlantic, Trident Holdings, Trident High Tor and certain private clients of North Atlantic Value. Does not include 2,800 shares of Common Stock held personally by John W. Gildea nor 105,000 shares of Common Stock held by Axia Value Partners (nor Gildea Management Company as the investment manager of Axia Value Partners).

 

Page 15 of 28


(c) In the time since their last filing on Schedule 13D, the Filing Parties effected no transactions in the Common Stock.

 

(d) No person other than the Filing Parties is known to have 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.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

North Atlantic Value is the investment manager and/or investment adviser to each of American Opportunity Trust, Trident North Atlantic, Trident Holdings, Trident High Tor and its private clients and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard Mills is the Chief Executive of American Opportunity Trust. Christopher Harwood Bernard Mills is also a partner and the chief investment officer of North Atlantic Value. Gildea Management Company is the investment manager to Axia Value Partners and as such it has the authority to vote or dispose of the Common Stock. John W. Gildea is a managing director of Gildea Management Company and is also a director of American Opportunity Trust.

 

Item 7. Material to be Filed as Exhibits.

 

Letter to the Company dated October 10, 2005 filed as Exhibit 99.3.

 

Page 16 of 28


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: October 12, 2005

 

NORTH ATLANTIC VALUE LLP

By:  

/s/ R. G. Barrett


Name:   R. G. Barrett
Title:   Compliance Officer

Executed on behalf of the Filing Parties pursuant to the

Amended and Restated Joint Filing Agreement,

previously filed.

 

Page 17 of 28


Schedule A

 

Information Concerning Directors and Executive Officers of the Filing Parties

 

The following table sets forth certain information concerning each of the members and partners of North Atlantic Value LLP as of the date hereof.

 

Members:

 

Name:       J O Hambro Capital Management Group Limited
        (Member)
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Name:       J O Hambro Capital Management Limited
        (Member)
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Partners:        
Name:       Christopher Harwood Bernard Mills
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:       Chief Executive, American Opportunity Trust
        Director, Trident North Atlantic
        Director, J O Hambro Capital Management Limited
        Partner, North Atlantic Value LLP

 

Page 18 of 28


Name:       Nichola Pease
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:      

Director and Chief Executive, J O Hambro Capital

Management Limited

        Partner, North Atlantic Value LLP
Name:       Jeremy James Brade
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:      

Director, J O Hambro Capital

Management Limited

        Partner, North Atlantic Value LLP
Name:       Fay Elizabeth Foster
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:       Partner, North Atlantic Value LLP
Name:       Charles Clifford Dominic Groves
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:       Partner, North Atlantic Value LLP
Name:       Basil David Postan
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:      

Director, J O Hambro Capital

Management Limited

        Partner, JOHCM Alternative Investments LLP

 

Page 19 of 28


Name:       M.D. Hemsley
        (Partner)
Citizenship:       British
Business Address:       Ryder Court
        14 Ryder Street
        London SW1Y 6QB
        England
Principal Occupation:       Partner, North Atlantic Value LLP

 

Page 20 of 28


The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc as of the date hereof.

 

Name:      

R. Alexander Hammond-Chambers

(Chairman)

Citizenship:       British
Business Address:      

29 Rutland Square

Edinburgh EH1 2BW

Scotland

Principal Occupation:      

Non-Executive Director, American Opportunity

Trust

Name:      

Christopher Harwood Bernard Mills

(Chief Executive)

Citizenship:       British
Business Address:      

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:      

Chief Executive, American Opportunity Trust

Director, Trident North Atlantic

Director, J O Hambro Capital Management

Limited

Partner, North Atlantic Value LLP

Name:      

John W. Gildea

(Director)

Citizenship:       USA
Business Address:      

Gildea Management Company

PO Box 938

65 Vitti Street

New Canaan, Connecticut 06840

USA

Principal Occupation:      

Managing Director, Gildea Management

Company

 

Page 21 of 28


Name:      

The Hon. James J. Nelson

(Director)

Citizenship:       British
Business Address:      

Graphite Capital Management LTD1

4th Floor

Berkeley Square House

Berkeley Square

London W1X 5PA

England

Principal Occupation:      

Non-Executive Director, Graphite Capital

Management LTD

Name:      

Iain Tulloch

(Director)

Citizenship:       British
Business Address:      

Swallow Ha-Symington

Ayrohire

Scotland

KA1 5PN

Principal Occupation:      

Non-Executive Director, American Opportunity

Trust

Name:      

Philip Ehrman

(Director)

Citizenship:       British
Business Address:      

Gartmore Investment Management Ltd.2

Gartmore House

8 Fenchurch Place

London EC3M 4PH

England

Principal Occupation:      

Head of Pacific & Emerging Markets, Gartmore

Investment Management Ltd.


1 Graphite Capital Management LTD is principally engaged in the investment management business.
2 Gartmore Investment Management Limited is principally engaged in the investment management business.

 

Page 22 of 28


The following table sets forth certain information concerning each of the directors and executive officers of The Trident North Atlantic Fund as of the date hereof.

 

Name:        

Raymond O’Neill

(Director)

Citizenship:         Irish
Business Address:        

RSM Robson (Dublin)

Futzwilton House

Wilton Place

Dublin 2

Ireland

Principal Occupation:         Partner, RSM Robson Rhodes
Name:        

Christopher Harwood Bernard Mills

(Director)

Citizenship:         British
Business Address:        

J O Hambro Capital Management Limited

Ryder Court

14 Ryder Street

London SW1Y 6QB

England

Principal Occupation:        

Chief Executive, American Opportunity Trust

Director, Trident North Atlantic

Director, J O Hambro Capital Management Limited

Partner, North Atlantic Value LLP

Name:        

David Sargison

(Director)

Citizenship:         British
Business Address:        

Ironshore Corporate Services Limited

Box 1234GT

Queensgate House

South Church Street

Grand Cayman

Cayman Islands

Principal Occupation:         Managing Director, Ironshore Corporate Services Limited

 

Page 23 of 28


Name:        

John Gildea

(Director)

Citizenship:         USA
Business Address:        

Gildea Management Company

PO Box 938

65 Vitti Street

New Canaan, Connecticut 06840

USA

Principal Occupation:         Managing Director, Gildea Management Company
Name:        

Ralph Woodford

(Director)

Citizenship:         British
Business Address:        

Caledonian Bank & Trust Limited

Caledonian House

George Town, Grand Cayman

Cayman Islands

Principal Occupation:         Director, Caledonian Bank & Trust Limited

 

Page 24 of 28


The following table sets forth certain information concerning each of the directors and executive officers of Trident Holdings as of the date hereof.

 

Name:       Integra Limited
        (Corporate Director)
Citizenship:       Cayman Islands
Business Address:       Integra Limited
        P.O. Box 1350
        The Huntlaw Building
        Fort Street
        George Town, Grand Cayman
        Cayman Islands
Principal Occupation:       Corporation

 

Page 25 of 28


The following table sets forth certain information concerning each of the directors and executive officers of High Tor Limited as of the date hereof.

 

Name:       Paul R. Sandford
        (Director)
Citizenship:       Canadian
Business Address:       High Tor Limited
        P.O. Box N-4857
        Unit No. 2
        Cable Beach Court
        West Bay Street
        Nassau, The Bahamas
Principal Occupation:       Director, High Tor Limited
Name:       Donald W. Tomlinson
        (Director)
Citizenship:       Canadian
Business Address:       High Tor Limited
        P.O. Box N-4857
        Unit No. 2
        Cable Beach Court
        West Bay Street
        Nassau, The Bahamas
Principal Occupation:       Director, High Tor Limited

 

Page 26 of 28


The following table sets forth certain information concerning the sole director of Gildea Management Company as of the date hereof.

 

Name:      

John W. Gildea

(Managing Director)

Citizenship:       USA
Business Address:      

Gildea Management Company

PO Box 938

65 Vitti Street

New Canaan, Connecticut 06840

USA

Principal Occupation:      

Managing Director, Gildea Management

Company

 

Page 27 of 28


The following table sets forth certain information concerning the sole director of Axia Value Partners LLC as of the date hereof.

 

Name:      

John W. Gildea

(Sole Director)

Citizenship:       USA
Business Address:      

Gildea Management Company

PO Box 938

65 Vitti Street

New Canaan, Connecticut 06840

USA

Principal Occupation:      

Managing Director, Gildea Management

Company

 

Page 28 of 28


Exhibit Index

 

The following documents are filed herewith or incorporated herein by reference:

 

Exhibit    


   Page

(99.1) Joint Filing Agreement dated as of January 24, 2005 among the Filing Parties.    Previously filed.
(99.2) Amended and Restated Joint Filing Agreement dated as of January 31, 2005 among the Filing Parties.    Previously filed.
(99.3) Letter to the Company dated October 10, 2005.    Exhibit 99.3.