UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Pricesmart, Inc.
----------------
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
741511109
-------------------------------------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
September 24, 2002
------------------
(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 that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|X|
(continued on following pages)
(Page 1 of 12 Pages)
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CUSIP No. 741511109 13D Page 2 of 12 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3688497
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
SHARES 124,971 shares (See Item 5)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (See Item 5)
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
124,971 shares (See Item 5)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,971 shares (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)
1.9 % (See Item 5)
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14. TYPE OF REPORTING PERSON
PN
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(Page 2 of 12 Pages)
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CUSIP No. 741511109 13D Page 3 of 12 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund,
Ltd.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: Not Applicable
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 69,070 shares (See Item 5)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (See Item 5)
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
69,070 shares (See Item 5)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,070 shares (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)
1.0 % (See Item 5)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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(Page 3 of 12 Pages)
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CUSIP No. 741511109 13D Page 4 of 12 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value,
L.P. I
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3953291
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 145,959 shares (See Item 5)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (See Item 5)
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
145,959 shares (See Item 5)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,959 shares (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)
2.2% (See Item 5)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
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(Page 4 of 12 Pages)
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CUSIP No. 741511109 13D Page 5 of 12 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Capital Management LLC
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-4018186
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 270,930 shares (See Item 5)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (See Item 5)
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
270,930 shares (See Item 5)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,930 shares (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)
4.0 % (See Item 5)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (Limited Company)
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(Page 5 of 12 Pages)
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CUSIP No. 741511109 13D Page 6 of 12 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: N/A
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 69,070 shares (See Item 5)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (See Item 5)
PERSON -------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
69,070 shares (See Item 5)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,070 shares (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)
1.0 % (See Item 5)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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(Page 6 of 12 Pages)
This Statement of Beneficial Ownership on Schedule 13D (the "Schedule
13D") is being filed pursuant to Rule 13d-1(e)(1) of the Securities Exchange Act
of 1934, as amended, for the reasons described in Item 4 hereof. Wynnefield
Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Partners Small
Cap Value, L.P. I (the "Partnership-I"), Wynnefield Small Cap Offshore Fund,
Ltd. (the "Fund" and, collectively with the Partnership and the Partnership-I,
the "Original Reporting Persons"), have previously filed a Statement of
Beneficial Ownership on Schedule 13G, filed with the Securities and Exchange
Commission (the "Commission") on April 2, 2002 (the "Schedule 13G"), with
respect to the shares of common stock, par value $0.0001 per share, of
Pricesmart, Inc., a Delaware corporation with its principal executive offices
located at 4649 Morena Boulevard, San Diego, California 92117. In addition to
the Original Reporting Persons, this Schedule 13D is filed by and on behalf of
Wynnefield Capital Management, LLC ("WCM") and Wynnefield Capital, Inc. ("WCI").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of the common stock, $0.0001 par
value per share (the "Common Stock"), of Pricesmart, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 4649 Morena Boulevard, San Diego, California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Schedule 13D is being filed by the
Partnership, the Fund, Partnership-I, WCM and WCI. Although the Partnership, the
Fund, Partnership-I, WCM and WCI are each separate and distinct entities with
different beneficial owners (whether designated as limited partners or
stockholders), for the convenience of reporting their holdings, in this Schedule
13D, they are sometimes referred to collectively as the "Wynnefield Group."
WCM, a New York limited liability company, is the general partner of the
Partnership and Partnership-I, private investment companies organized as limited
partnerships under the laws of the State of Delaware. Nelson Obus and Joshua
Landes are the managing members of WCM and the principal executive officers of
WCI, the investment manager of the Fund, a private investment company organized
under the laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of
the United States of America.
The business address of Mr. Obus, Mr. Landes and each of the entities in
the Wynnefield Group is 450 Seventh Avenue, Suite 509, New York, New York 10123.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes,
nor any of the entities comprising the Wynnefield Group has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) 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.
(Page 7 of 12 Pages)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As previously indicated, this Schedule 13D does not relate to a
purchase of Common Stock. Each member of the Wynnefield Group who directly
beneficially owns shares of Common Stock originally purchased such shares from
the separate working capital of such entities, each of which maintains a
separate investment fund, consisting of capital contributions from their
respective partners and investors and capital appreciation derived therefrom for
the principal purpose of buying and selling securities (including financial and
money market instruments) and interests in domestic and foreign securities,
including, without limitation, convertible securities, stock index futures
contracts, options, puts and calls on stock and warrants. The approximate amount
of consideration originally used to purchase such shares of Common Stock is as
follows:
Name Number of Shares Consideration Paid
---- ---------------- ------------------
Partnership* 124,971 $2,784,040
Partnership - I* 145,959 $3,949,434
Fund** 69,070 $1,281,375
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
ITEM 4. PURPOSES OF TRANSACTION.
As indicated, this filing does not relate to a purchase of Common Stock.
Each member of the Wynnefield Group initially acquired its shares of Common
Stock for its own account, and for investment purposes, with no intention of
changing or influencing control of the Issuer or as a participant in any
transaction having that purpose or effect.
However, since acquiring the shares of Common Stock, the Wynnefield
Group has closely reviewed the public filings of the Issuer and monitored the
trading price of the Common Stock and is unhappy with the current share
valuation. Wynnefield intends to discuss with management its concerns in this
area.
The Wynnefield Group is filing this Schedule 13D because it intends to
become more actively involved as a shareholder of the Issuer, with the goal of
maximizing shareholder value.
The Wynnefield Group expects to evaluate on an ongoing basis the
Issuer's financial condition, business, operations and prospects, the market
price for the shares of Common Stock, conditions in the securities markets
generally, general economic conditions, conditions affecting the Issuer's
operations and other factors, specifically management's ability to maximize
stockholder value if faced with continuing difficult economic conditions. The
Wynnefield Group reserves the right to change its plans and intentions at any
time as it deems appropriate. In particular, the Wynnefield Group may purchase
shares of Common Stock, or may sell or otherwise dispose of all or a portion of
the shares of Common Stock, in public and private
(Page 8 of 12 Pages)
transactions and/or may enter into negotiated derivative transactions to hedge
the market risk of some or all positions in, or to obtain greater exposure to,
the shares of the Common Stock. Any such transactions may be effected at any
time or from time to time, subject to any applicable limitations imposed on the
sale of shares of the Common Stock by the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
applicable state securities or "blue sky" laws.
Except as set forth above, no member of the Wynnefield Group has any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c) As of September 24, 2002, the Wynnefield Group beneficially owned in
the aggregate 340,000 shares of Common Stock, constituting approximately 5.1% of
the outstanding shares of Common Stock (the percentage of shares owned being
based upon 6,731,814 shares outstanding on June 30, 2002, as set forth in the
Company's most recent report on Form 10-Q for the period ending June 30, 2002
filed with the Securities and Exchange Commission on July 15, 2002). The
following table sets forth certain information with respect to shares of Common
Stock beneficially owned directly by the Wynnefield Group members listed:
APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
---- ------ ------------------
Partnership * 124,971 1.9 %
Partnership-I * 145,959 2.2 %
Fund ** 69,070 1.0 %
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
WCM is the sole general partner of the Partnership and Partnership-I
and, accordingly, may be deemed to be the indirect beneficial owner (as that
term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common
Stock that the Partnership and Partnership-I beneficially own. WCM, as the sole
general partner of the Partnership and Partnership-I, has the sole power to
direct the voting and disposition of the shares of Common Stock that the
Partnership and Partnership-I beneficially own.
Messrs. Obus and Landes are the co-managing members of WCM and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock that WCM may be deemed to beneficially own.
Each of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the
other the power to direct the voting and disposition of the shares of Common
Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of the Fund and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the shares of Common Stock that the Fund
beneficially owns. WCI, as the sole investment
(Page 9 of 12 Pages)
manager of the Fund, has the sole power to direct the voting and disposition of
the shares of Common Stock that the Fund beneficially owns.
Messrs. Obus and Landes are the principal executive officers of WCI and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock that WCI may be deemed to beneficially own.
Each of Messrs. Obus and Landes, as a principal executive officer of WCI, shares
with the other the power to direct the voting and disposition of the shares of
Common Stock that WCI may be deemed to beneficially own.
Beneficial ownership of shares of Common Stock shown on the cover pages
of and set forth elsewhere in this Schedule 13D for each of the members of the
Wynnefield Group assumes that they have not formed a group for purposes of
Section 13(d)(3) under the Securities Exchange Act of 1934, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Group were deemed to
have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the
group would be deemed to own beneficially (and may be deemed to have shared
voting and dispositive power over) 340,000 shares of Common Stock, constituting
approximately 5.1 % of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 6,731,814 shares outstanding on June 30, 2002, as
set forth in the Company's most recent report on Form 10-Q for the period ending
June 30, 2002 filed with the Securities and Exchange Commission on July 15,
2002).
The filing of this Schedule 13D and any future amendment by the
Wynnefield Group, and the inclusion of information herein and therein with
respect to Messrs. Obus and Landes, shall not be considered an admission that
any of such persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any shares in which such persons do not have a
pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described in
this Schedule 13D, none of the Wynnefield Group, any person in control
(ultimately or otherwise) of the Wynnefield Group, any general partner,
executive officer or director thereof, as applicable, beneficially owns any
shares of Common Stock, and there have been no transactions in shares of Common
Stock effected during the past 60 days by the Wynnefield Group, any person in
control of the Wynnefield Group (ultimately or otherwise), or any general
partner, executive officer or director thereof, as applicable; provided,
however, certain investment banking affiliates of the Wynnefield Group may
beneficially own shares of Common Stock, including shares that may be held in
discretionary or advisory accounts with the Wynnefield Group; and the Wynnefield
Group, directly or in connection with such discretionary or advisory accounts,
may acquire, hold, vote or dispose of Common Stock, including transactions that
may have occurred in the past 60 days.
(d) No person, other than each of the members of the Wynnefield Group
referred to as the direct beneficial owner of the shares of Common Stock set
forth in this response to Item 5, has 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.
(e) Not applicable.
(Page 10 of 12 Pages)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Each of the members of the Wynnefield Group is a party to a Joint Filing
Agreement, dated as of September 24, 2002 (the "13D Joint Filing Agreement"),
pursuant to which the parties agreed to jointly file this Schedule 13D and any
and all amendments and supplements thereto with the Securities and Exchange
Commission. The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is
incorporated in this response to Item 6 in its entirety.
Except for the agreement described above, to the best knowledge of the
Wynnefield Group, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Wynnefield Group, and any other
person, with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated as of September 24, 2002, among
the Partnership, Partnership-I, Fund, WCM and WCI.
(Page 11 of 12 Pages)
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: September 24, 2002
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
---------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
---------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/Nelson Obus
----------------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/Nelson Obus
----------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/Nelson Obus
----------------------------------------
Nelson Obus, President
(Page 12 of 12 Pages)