UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment 1
Under the Securities Exchange Act of 1934
First Pactrust Bancorp, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.0001 par value
------------------------------
(Title of Class of Securities)
33589V101
---------
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd.
Wilkes Barre, Pennsylvania 18702
(570) 822-6277
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 30, 2007
----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: |_|
* 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 ("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).
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
303,493
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 303,493
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Management, Inc.
Federal Identification No. 23-2331228
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 ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
274,793
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 274,793
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Itme 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.23%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holtzman Opportunity Fund, L.P. 20-2923350
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 ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
28,700
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 28,700
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .65%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SH Independence, LLC 20-2923276
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
28,700
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 28,700
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .65%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holtzman Financial Advisors, LLC 20-0236486
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
28,700
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 28,700
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .65%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Investments, LLC 20-8175329
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
274,793
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 274,793
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.23%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The information previously furnished pursuant to this Item is amended and
restated as follows:
The class of equity securities to which this Statement relates is
the common stock (the "Common Stock") of First Pactrust Bancorp, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at
610 Bay Blvd, Chula Vista, CA 91910.
Item 2. Identity and Background.
The information previously furnished pursuant to this Item is amended and
restated as follows:
(a) - (c), (f). This Schedule 13D/A is being filed jointly
by the Reporting Persons.
Jewelcor Management, Inc. ("JMI") is a Nevada corporation which is
primarily involved in investment and management services. The address of the
principal business and principal offices of JMI is 100 N. Wilkes Barre Blvd.,
Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI and their
principal occupations and business addresses are set forth on Schedule I
attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief
Executive and President of JMI, has sole voting and dispositive power with
respect to the shares of Common Stock beneficially owned by JMI.
JMI is a wholly owned subsidiary of Jewelcor Incorporated, a
Pennsylvania corporation ("Jewelcor"), which manages commercial real
estate. The address of the principal business and principal office of Jewelcor
is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and
directors of Jewelcor and their principal occupations and business addresses are
set forth on Schedule II attached to this Schedule 13D.
Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a
Delaware corporation ("SHI"), which acts as a holding company. The address of
the principal business and principal office of SHI is 100 N. Wilkes Barre
Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI
and their principal occupations and business addresses are set forth on
Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn
Holtzman, his wife,own, as tenants by the entirety, a controlling interest
in SHI.
Holtzman Opportunity Fund, L.P. ("Opportunity") is a Nevada limited
partnership which is primarily involved in acquiring, holding and
disposing of investments in various companies. The address of the
principal business and principal offices of Opportunity is 100 N.
Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702.
The general partner of Opportunity is Holtzman Financial Advisors,
LLC ("Advisors"), a Nevada limited liability company which is
primarily involved in managing Opportunity's affairs and assets.
The address of the principal business and principal office of
Advisors is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre,
Pennsylvania 18702.
The Managing Member of Advisors is SH Independence, LLC ("Independence"),
a Nevada limited liability company which is involved in serving as
the Managing Member of Advisors. The address of the principal business
and principal office of Independence is 100 N. Wilkes Barre Blvd., 4th
Floor, Wilkes Barre, Pennsylvania 18702. The sole member of Independence
is Seymour Holtzman.
Seymour Holtzman is a United States citizen whose business address is
100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702.
Mr. Holtzman's principal occupation is serving as Chairman of the Board
of Casual Male Retail Group, Inc. and Co-Chairman of the Board for George
Foreman Enterprises, Inc. He also serves as Chairman of Web.com, Inc.,
an online marketing services company, and Chairman and Chief Executive
Officer of each of Jewelcor Management, Inc., C.D. Peacock, Inc., a
Chicago retail jewelry establishment, and S.A. Peck & Company, a Chicago
based retail and mail order jewelry company.
Jewelcor Investments, LLC ("JI") is a Delaware limited liability company
which is involved in investments. The address of the principal business
and principal office of JI is 100 N. Wilkes Barre Blvd., 4th
Floor, Wilkes Barre, Pennsylvania 18702. JMI is the managing member of JI.
Evelyn Holtzman is a United States citizen whose business address is
100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.
(d-e) During the last five years none of Jewelcor Management, Inc.,
Jewelcor Incorporated, S.H. Holdings, Inc., Holtzman Opportunity Fund,
L.P., Holtzman Financial Advisors, LLC, SH Independence, LLC, Jewelcor
Investments, LLC, Mr. Holtzman and Mrs.Holtzman, or, to the best of their
knowledge, any person listed in Schedules I, II, and III attached
hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
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 information previously provided in this Item is supplemented as
follows:
On January 30, 2007, JMI transfered 274,793 shares
of Common Stock to Jewelcor Investments, LLC, in consideration
for its membership interest in JI.
The purchases of 28,700 shares of Common Stock by Holtzman Opportunity
Fund, L.P. Since the original filing of this Schedule 13D were made
in the open market and were funded by working capital, which may, at
any given time, include margin loans made by its brokerage firm Spear,
Leeds & Kellog, in the ordinary course of business. The amount of funds
expended by for such purchases (including brokerage commissions and
related fees) was approximately $796,776.
Item 4. Purpose of Transaction.
The information previoulsy furnished pursuant to this Item is amended and
restated as follows:
The shares of Common Stock covered by this Statement were acquired
for the purpose of investment. The Reporting Persons filing this
Statement may decide, jointly or individually, to purchase additional
shares of the Common Stock or other securities of the Issuer.
In addition the Reporting Persons, jointly or individually, may
dispose of any or all securities of the Issuer in any manner permitted
by applicable securities laws.
Mr. Holtzman, as a representative of the Reporting Persons, has
communicated with mangement to discuss the goal of maximizing
shareholder value for the Issuer. Mr. Holtzman may attempt to
meet with other members of management and the Board of Directors of
the Issuer regarding such matters. Mr. Holtzman or the Reporting
Persons have discussed and may seek to add representatives of
the Reporting Persons to the Board of Directors of the Issuer or
submit additional shareholder proposals requesting that the Issuer
take steps to pursue a sale or merger of the Issuer on terms that
would enhance shareholder value.
Item 5. Interest in Securities of the Issuer.
The information previously furnished pursuant to this Item is amended and
restated as follows:
(a) and (b). As of February 2, 2007, the Reporting Persons beneficially
owned an aggregate of 303,493 shares of Common Stock, representing
approximately 6.9% of the outstanding shares of Common Stock based upon
the 4,409,741 shares of Common Stock reported by the Issuer to be
outstanding as of November 7, 2006 in its Form 10-Q filed with the SEC
on November 7, 2006 for the period ending September 30, 2006.
As of February 2, 2007, JI beneficially owned an aggregate of
274,793 shares of Common Stock, representing approximately 6.23% of the
outstanding shares of Common Stock.
As of February 2, 2007, Opportunity beneficially owned an aggregate of
28,700 shares of Common Stock, representing .65% of the
outstanding shares of Common Stock. By virtue of the relationships described
under Item 2 of this Schedule 13D, Advisors and Independence maybe be deemed
to have indirect beneficial ownership of the 28,700 shares of Common Stock
held by Opportunity.
As of February 2, 2007, JMI, by virtue of the relationships described
under Item 2 of this Schedule 13D, beneficially owned an aggregate of
274,793 shares of Common Stock, representing approximately 6.23% of
the outstanding shares of Common Stock. JMI has sole voting and
dispositive power over the shares of Common Stock beneficially
owned by it. By virtue of the relationships described under Item 2
of this Schedule 13D, Jewelcor and SHI may both be deemed to have
indirect beneficial ownership of the 274,793 shares of Common Stock
beneficially owned by JMI. In addition, by virtue of the
relationships described under Item 2 of this Schedule 13D, Seymour
Holtzman and Evelyn Holtzman may be deemed to have indirect beneficial
ownership of the 303,493 shares of Common Stock held by JI and
Opportunity. Seymour Holtzman has sole voting and dispositive power
over the shares of Common Stock held by JI and Opportunity.
The schedule attached as Schedule 4 describes transactions in
the Common Stock effected by the Reporting Persons since the original
filing of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit 99. Joint Filing Agreement
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: February 2, 2007
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
JEWELCOR INCORPORATED
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
HOLTZMAN OPPORTUNITY FUND, L.P.
By: Holtzman Financial Advisors, LLC,its
General Partner
By SH Independence, LLC, its Managing
Member
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Manager
HOLTZMAN FINANCIAL ADVISORS, LLC
By: SH Independence, LLC, its Managing
Member
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Manger
SH INDEPENDENCE, LLC
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Managing Member
JEWELCOR INVESTMENTS, LLC
By: Jewelcor Management, Inc., its
Managing Member
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
/s/ Seymour Holtzman
-------------------------------
Seymour Holtzman
/s/ Evelyn Holtzman
-------------------------------
Evelyn Holtzman
Schedule I
Directors and Officers of Jewelcor Management, Inc.(A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President, Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel, Director
Joseph F. Litchman, Director Consultant to 100 North Wilkes Barre Blvd.
Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule II
Directors and Officers of Jewelcor Incorporated (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director, Consultant to 100 North Wilkes Barre Blvd.
Vice President and Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule III
Directors and Officers of SH Holdings, Inc. (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President, Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel, Director
Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd.
Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.