- Amended Statement of Beneficial Ownership (SC 13D/A)
2008年12月16日 - 8:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 5
Under the
Securities Exchange Act of 1934
Common
Stock, $0.001 par value
(Title of
Class of Securities)
(CUSIP
Number)
Wynnefield
Partners Small Cap Value, L.P.
450
Seventh Avenue, Suite 509
New York,
New York 10123
Attention:
Mr. Nelson Obus
Copy
to:
Jeffrey
S. Tullman, Esq.
Kane
Kessler, P.C.
1350
Avenue of the Americas, 26
th
Floor
New York,
New York 10019
(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 which 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
.
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 2
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value, L.P.
13-3688497
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
696,200
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(See Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
696,200
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,200
(see Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 3
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Small Cap Value Offshore Fund, Ltd.
(No
IRS Identification No.)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
897,600
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
897,600
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,600
(see Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 4
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value L.P. I
13-3953291
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
924,319 (see
Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
924,319 (see
Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
924,319 (see
Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 5
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel
Partnership II, L.P.
22-3215653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
30,800
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
30,800
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,800
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 6
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital Management, LLC
13-4018186
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
1,620,519 (see
Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
1,620,519 (see
Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,519 (see
Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 7
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital, Inc.
13-3688495
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
897,600
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
897,600
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,600
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 8
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson
Obus
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
30,800
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
2,518,119
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
30,800
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,518,119
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,548,919
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 9
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua
Landes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
2,518,119
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
0
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,518,119
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,518,119
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 10
of 11 Pages
|
This
Amendment No. 5 (the “Amendment”) amends the Statement of Beneficial Ownership
on Schedule 13D originally filed with the Securities and Exchange Commission on
December 6, 2006 (the “Schedule 13D”) and as further amended by Amendment No.1
filed on January 17, 2007 and as further amended by Amendment No. 2 filed on
January 19, 2007 and as further amended by Amendment No.3 filed on March 15,
2007 and as further amended by Amendment No. 4 filed on April 3, 2007 by the
Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to
shares of common stock, par value $0.001 (the “Common Shares”), of Cornell
Companies, Inc. (the “Issuer”), whose principal executive offices are located at
1700 West Loop South, Suite 1500, Houston, Texas 77027. Unless specifically
amended hereby, the disclosures set forth in the Schedule 13D shall remain
unchanged. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Schedule 13D.
Item
4.
Purpose of
Transaction
.
Item 4 of the Schedule 13D is hereby
amended by the addition of the following:
On
December 12, 2008, Wynnefield Partners, Wynnefield Partners I and Wynnefield
Offshore entered into a stock trading plan in accordance with Rule 10b5-1 of the
Securities Exchange Act of 1934 (the “Sales Plan”) with Avondale Partners, LLC
with respect to the sale of shares of the Issuer’s Common Stock. As
of the date of this Amendment, no shares of the Issuer’s Common Stock have been
sold pursuant to the Sales Plan. The Sales Plan has been announced in a Press
Release, dated December 15, 2008, attached hereto as Exhibit 99.6 and is
incorporated by reference herein.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
|
|
Item
6 of the Schedule 13D is hereby amended by the addition of the
following:
|
The Sales
Plan described in Item 4 above is described in a Press Release, dated December
15, 2008, attached hereto as Exhibit 99.6 and is incorporated by reference
herein.
Each of
the Wynnefield Reporting Persons and the North Star Reporting Persons (as
defined in the Schedule 13D) had previously been parties to a Joint Filing
Agreement, dated as of March 13, 2007 (the “13D Joint Filing Agreement”),
pursuant to which the parties agreed to jointly file a Schedule 13D and any and
all amendments and supplements thereto with the Securities and Exchange
Commission. On December 15, 2008, the Wynnefield Reporting
Persons and the North Star Reporting Persons determined to
terminate the Joint Filing Agreement and entered into a Termination
Agreement, dated as of December 15, 2008 (the “Termination Agreement”). The
Termination Agreement is filed herewith as Exhibit 99.7 and is incorporated
herein by reference. Any descriptions herein of the Termination Agreement are
qualified in their entirety by reference to the Termination
Agreement.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
Item 7 of
the Schedule 13D is hereby amended by the addition of the
following:
|
|
Exhibit
99.6:
|
Press
Release, dated December 15, 2008, announcing the Sales
Plan.
|
|
|
Exhibit
99.7:
|
Termination
Agreement, dated December 15, 2008
|
[Signature
Page Follows:]
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 11
of 11 Pages
|
Signature
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned each certifies that the
information set forth in this statement is true, complete and
correct.
Date:
December 15, 2008
|
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Wynnefield Partners Small Cap
Value, L.P.
By: Wynnefield Capital Management, LLC, its General
Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Nelson
Obus
|
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|
|
|
Nelson
Obus, Co-Managing Member
|
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Wynnefield Partners Small Cap
Value, L.P. I
By: Wynnefield Capital Management, LLC, its General
Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Nelson
Obus
|
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|
|
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Nelson
Obus, Co-Managing Member
|
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Wynnefield Partners Small Cap
Value Offshore Fund, Ltd.
By: Wynnefield Capital, Inc., its Investment
Manager
|
|
|
|
|
|
|
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, President
|
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Wynnefield Capital Management,
LLC
|
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|
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By:
|
/s/ Nelson
Obus
|
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|
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Nelson
Obus, Co-Managing Member
|
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|
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|
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Wynnefield Capital,
Inc.
|
|
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|
|
|
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By:
|
/s/ Nelson
Obus
|
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|
|
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Nelson
Obus, President
|
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Channel Partnership II,
L.P.
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, General Partner
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, Individually
|
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By:
|
/s/ Joshua
H. Landes
|
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Joshua
H. Landes, Individually
|
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Cornell (NYSE:CRN)
過去 株価チャート
から 6 2024 まで 7 2024
Cornell (NYSE:CRN)
過去 株価チャート
から 7 2023 まで 7 2024
