UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
[Rule
13d-1]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 3)*
Ambassadors
International, Inc.
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
023178106
(CUSIP
Number)
Whippoorwill
Associates, Inc.
11 Martine
Avenue
White
Plains, New York 10606
(914)
683-1002
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 23,
2010
(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 |_|.
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
(the “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).
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1
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NAMES OF REPORTING PERSONS:
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Whippoorwill
Associates, Incorporated
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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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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO(1)
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5
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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7
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SOLE VOTING POWER:
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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5,836,060
(1)
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER:
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5,836,060
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
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5,836,060
(1)
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12
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
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22.2%
(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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IA;
CO
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_______________________
(1) On
November 13, 2009, pursuant to the exchange offer disclosed in Amendment No. 1
to the Schedule 13D filed by Whippoorwill Associates, Inc. (“Whippoorwill”) with
the Securities and Exchange Commission on September 11, 2009, Whippoorwill
exchanged $23,750,000 principal amount of 3.75% Convertible Notes due 2027 (the
“Convertible Notes”) of Ambassadors International, Inc. (the “Company”) and
received: (a) approximately $6,488,200 principal amount of the Company’s new 10%
Senior Secured Notes (non-convertible) and (b) 5,471,442 shares of the Company’s
Common Stock. Prior to such exchange, Whippoorwill beneficially owned 789,180
shares of the Company’s Common Stock. This total consisted of 364,618 shares
owned outright and 424,562 shares issuable upon conversion of Whippoorwill’s
Convertible Notes. Since Whippoorwill surrendered these Convertible Notes in the
exchange, Whippoorwill’s new ownership total is as follows: 5,471,442 shares
acquired in the exchange plus 364,618 shares previously owned, for a total of
5,836,060 shares. Mr. Greenhaus, as the President and Principal of
Whippoorwill, may be deemed to be the beneficial owner of such shares of Common
Stock, and Mr. Gendal, as a Principal of Whippoorwill, may also be deemed
to be the beneficial owner of such shares of Common Stock.
(2) The
5,836,060 shares held by Whippoorwill represent approximately 22.2% of the
Company’s total outstanding Common Stock (calculated based on a total of
26,285,741 shares outstanding as of November 16, 2009 as reported in the
Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 16, 2009).
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1
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NAMES OF REPORTING PERSONS:
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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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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO(1)
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5
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United
States
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7
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SOLE VOTING POWER:
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER:
|
BENEFICIALLY
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OWNED BY
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5,836,060
(1)
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EACH
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9
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SOLE DISPOSITIVE POWER:
|
REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER:
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5,836,060
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
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5,836,060
(1)
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12
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
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22.2%
(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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IN;
HC
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1
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NAMES OF REPORTING PERSONS:
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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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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO(1)
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5
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United
States
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7
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SOLE VOTING POWER:
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NUMBER OF
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0
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SHARES
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8
|
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SHARED VOTING POWER:
|
BENEFICIALLY
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OWNED BY
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5,836,060
(1)
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EACH
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9
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SOLE DISPOSITIVE POWER:
|
REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER:
|
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5,836,060
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
|
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5,836,060
(1)
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12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
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|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
|
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22.2%
(2)
|
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|
|
14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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IN;
HC
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The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the statement on
Schedule 13D previously filed by the undersigned with the Securities and
Exchange Commission (the “Commission”) on February 6, 2009, as amended by
Amendment No. 1 thereto filed with the Commission on September 11, 2009 and
Amendment No. 2 thereto filed with the Commission on November 20, 2009 (the
“Schedule 13D”). Except as specifically amended by this Amendment No. 3, the
Schedule 13D remains in full force and effect.
Item 4 of
the Schedule 13D is hereby amended and restated in its entirety to read as
follows:
“Item 4.
Purpose of Transaction.
The shares
of Common Stock covered by this statement were acquired for investment by the
Accounts (as defined below). From time to time, Whippoorwill has discussed with
management of the Company possible ways to maximize the value of its investment,
and expects to continue these discussions.
On
September 4, 2009, Whippoorwill entered into an Exchange Offer Commitment and
Support Agreement (the “Support Agreement”) with the Company relating to a
proposed exchange offer to be commenced by the Company, in which holders of the
Company’s Convertible Notes would have the right to exchange their Convertible
Notes for new senior secured notes and shares of the Company’s Common Stock.
Pursuant to the Support Agreement, the Company and Whippoorwill agreed to work
in good faith towards agreeing upon definitive terms of the exchange offer and
the new senior secured notes and having the exchange offer commenced promptly.
The Support Agreement provided that, if the exchange offer was consummated,
Whippoorwill would be entitled to designate one individual to become a member of
the Company’s Board of Directors.
On
November 13, 2009, the Company’s exchange offer was consummated and Whippoorwill
exchanged $23,750,000 principal amount of Convertible Notes and received: (a)
approximately $6,488,200 principal amount of new 10% Senior Secured Notes
(non-convertible) and (b) 5,471,442 shares of the Company’s Common Stock.
Pursuant to the Support Agreement, Whippoorwill also designated Eugene I. Davis
to become a member of the Company’s Board of Directors. Mr. Davis was
appointed to the Board of Directors on November 17, 2009.
On March
23, 2010, certain of the Accounts, as lenders, entered into a new $15 million
senior secured credit facility with the Company, as borrower. $7.5 million of
the facility was funded on that date.
The
Reporting Persons and/or one or more of the Accounts may purchase and/or sell
from time to time, in open market or privately negotiated transactions, debt
and/or equity securities of the Company, and/or options or derivatives related
thereto. In determining whether to purchase and/or sell such securities,
options, or derivatives, the Reporting Persons intend to consider various
factors, including the Company’s financial condition, business and prospects,
other developments concerning the Company, the reaction of the Company and other
securityholders to the Reporting Person’s ownership of securities, price levels
of the securities, other opportunities available to Reporting Persons and/or the
Accounts, developments with respect to the Reporting Persons’ business, and
general economic, monetary and stock market conditions.
In
addition to the foregoing, the Reporting Persons and/or one or more of the
Accounts may engage the Company, other stockholders of the Company or other
relevant parties in discussions that may include one or more of the other
actions described in subsections (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons may, at any time, review or reconsider
their position with respect to the Company and formulate plans or proposals with
respect to any of such matters.”
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
WHIPPOORWILL
ASSOCIATES, INCORPORATED
|
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|
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By:
|
/s/
Shelley F.
Greenhaus
|
|
|
|
Name:
Shelley F. Greenhaus
|
|
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Title:
President
|
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SHELLEY
F. GREENHAUS
|
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By:
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/s/
Shelley F.
Greenhaus
|
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Name:
Shelley F. Greenhaus
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STEVEN
K. GENDAL
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By:
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/s/
Steven K.
Gendal
|
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Name:
Steven K. Gendal
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Dated:
March 26, 2010
Grafico Azioni Ambassadors (NASDAQ:AMIE)
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