Great Lakes Aviation, Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Great Lakes
Aviation, Ltd.
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Michael E.
Tennenbaum, Managing Member, Tennenbaum & Co., LLC
2951 28th Street, Suite 1000
Santa Monica, California
90405
(310) 566-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules 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 whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
persons 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).
(Continued on the following pages)
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP No. |
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39054k 108 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Tennenbaum & Co., LLC (IRS ID # 95-4587347) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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714,029 shares |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH |
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SHARED DISPOSITIVE POWER: |
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714,029 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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714,029 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.1%(1) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
(1) Based on 14,071,970 shares of Common Stock of Great Lakes
Aviation, Ltd. outstanding as of April 26, 2007, as reported by Great Lakes Aviation, Ltd. in its Annual Report
on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2007.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
SCHEDULE 13D
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Michael E. Tennenbaum |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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714,029 shares |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH |
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SHARED DISPOSITIVE POWER: |
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714,029 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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714,029 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.1%(1) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
(1) Based on 14,071,970 shares of Common Stock of Great Lakes
Aviation, Ltd. outstanding as of April 26, 2007, as reported by Great Lakes Aviation, Ltd. in its Annual Report
on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2007.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP No. |
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This Amendment No. 3 to Schedule 13D is being filed on behalf of the undersigned as an
amendment to the initial Statement on Schedule 13D filed with the Securities and Exchange
Commission on February 2, 2000, as amended by Amendment No. 1 to Schedule 13D filed with the
Securities and Exchange Commission on February 13, 2001 and Amendment No. 2 to Schedule 13D filed
with the Securities and Exchange Commission on August 15, 2001 (as amended, the Schedule
13D), relating to shares of Common Stock, par value $0.01 per share (the Common
Stock), of Great Lakes Aviation, Ltd., an Iowa corporation (the Issuer). Terms
defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the
Schedule 13D.
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Item 2. |
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Identity and Background. |
The information in Item 2 is hereby amended and restated as follows:
(a) This Statement is being filed by Tennenbaum & Co., LLC, a Delaware limited liability
company (TCO), and Mr. Michael E. Tennenbaum, a United States citizen (Mr.
Tennenbaum). TCO and Mr. Tennenbaum (together, the Reporting Persons) are filing
this statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, and not as separate persons.
(b) The address of each Reporting Persons principal office is located at 2951 28th
Street, Suite 1000, Santa Monica, California 90405.
(c) The principal business of TCO is making investments and managing assets. TCOs managing
member is Mr. Tennenbaum. Mr. Tennenbaums principal occupation is serving as managing member of
TCO.
(d) During the last five years, neither of the Reporting Persons has been convicted in any
criminal proceeding (excluding traffic violations and other similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such
person was or is subject to any 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.
(f) Mr. Tennenbaum is a United States citizen.
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Item 4. |
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Purpose of Transaction. |
The information in Item 4 is hereby amended and restated as follows:
The Reporting Persons originally acquired the Shares as an investment. The Reporting Persons
currently have no plans or proposals that relate to or would result in any of the matters referred
to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may,
however, at any time and from time to time in their discretion, review or reconsider their position
with respect to the Shares and any such matters. The Reporting Persons retain the right to (a)
change their investment
intent, (b) make further acquisitions of shares of Common Stock from one or more sellers in the
open market or otherwise, (c) dispose of all or a portion of the Shares in the open market or
otherwise, (d) acquire or dispose of beneficial ownership of other securities of the Issuer, (e)
review the performance of the Issuer with the Issuers management and/or board of directors, (f)
communicate with other stockholders of the Issuer, and/or (g) take any other action with respect to
the Issuer, its stockholders or
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any of the Issuers debt or equity securities, including, but not limited to, the Shares, in any
manner permitted by law.
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Item 5. |
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Interest in Securities of the Issuer. |
The information in Item 5 is hereby amended and restated as follows:
(a)-(b) The shares of Common Stock identified pursuant to Item 1 constitute approximately 5.1%
of the outstanding shares of Common Stock of the Issuer, based on 14,071,970 shares of Common Stock
outstanding as of April 26, 2007, as reported by the Issuer in its Annual Report on Form 10-K/A
filed with the Securities and Exchange Commission on April 30, 2007. TCO may be deemed to
beneficially own 714,029 shares of Common Stock (5.1% of the outstanding shares), which it has
shared voting and dispositive power with Mr. Tennenbaum. Mr. Tennenbaum may be deemed to
beneficially own 714,029 shares of Common Stock (5.1% of the outstanding shares), which he has
shared voting and dispositive power with TCO. Neither of the Reporting Persons has sole power to
vote or to direct the vote of, or sole power to dispose or direct the disposition of, any of the
Shares.
(c) The following transactions with respect to shares of Common Stock were open market sales
of such shares on the Over-the-Counter Bulletin Board consummated by TCO within 60 calendar days
prior to the date of this Statement:
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Date |
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Shares of Common Stock Sold |
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Price Per Share |
3/28/2007
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3,500 |
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$ |
2.7500 |
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3/29/2007
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2,400 |
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$ |
2.5600 |
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3/30/2007
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1,200 |
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$ |
2.7166 |
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4/2/2007
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1,200 |
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$ |
2.7500 |
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4/3/2007
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21,000 |
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$ |
2.8012 |
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4/4/2007
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10,000 |
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$ |
2.7340 |
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4/5/2007
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5,500 |
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$ |
2.7091 |
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4/9/2007
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6,000 |
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$ |
2.7000 |
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4/10/2007
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8,500 |
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$ |
2.7047 |
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4/12/2007
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1,200 |
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$ |
2.7500 |
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4/13/2007
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5,000 |
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$ |
2.6450 |
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4/16/2007
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500 |
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$ |
2.8500 |
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4/17/2007
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3,200 |
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$ |
2.7500 |
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4/18/2007
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500 |
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$ |
2.7000 |
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4/19/2007
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1,700 |
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$ |
2.7000 |
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4/20/2007
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500 |
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$ |
2.7000 |
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4/23/2007
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774 |
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$ |
2.7000 |
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4/24/2007
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4,597 |
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$ |
2.7163 |
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4/27/2007
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1,000 |
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$ |
2.7500 |
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4/30/2007
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31,900 |
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$ |
2.8000 |
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(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: May 2, 2007
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TENNENBAUM & CO., LLC, a Delaware limited |
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liability company |
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/s/ Michael E. Tennenbaum |
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Name:
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Michael E. Tennenbaum |
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Its:
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Managing Member |
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MICHAEL E. TENNENBAUM |
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/s/ Michael E. Tennenbaum |
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Michael E. Tennenbaum |