Amended Statement of Beneficial Ownership (sc 13d/a)
February 25 2019 - 5:18PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
Under the Securities Exchange Act of
1934
(Amendment No. 12)*
1347 Property
Insurance Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
68244P107
(CUSIP Number)
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2019
(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
§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 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
)
|
CUSIP No.
68244P107
|
13D
|
Page 2 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Fundamental Global Investors, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,714,362
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,714,362
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,714,362
*
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
*
|
Fundamental
Global Investors, LLC may also be deemed to be the beneficial owner of 34,620 shares of the Company’s 8.00% Cumulative Preferred
Stock, Series A (the “Preferred Stock”), that are directly held by Fundamental Global Partners Master Fund, LP, which
represent approximately 4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and
non-convertible.
|
|
CUSIP
No.
68244P107
|
13D
|
Page 3 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
450,656
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
450,656
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
450,656
*
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
*
|
Fundamental
Global Partners Master Fund, LP also directly holds 34,620 shares of the Company’s Preferred Stock, which represent approximately
4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.
|
|
CUSIP No.
68244P107
|
13D
|
Page 4 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
FGI Global Asset Allocation Fund, Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
5,296
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
5,296
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,296
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 5 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
FGI Global Asset Allocation Master Fund, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,532
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,532
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,532
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 6 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Fundamental Activist Fund I, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
738,187
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
738,187
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
738,187
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 7 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
FGI 1347 Holdings, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
477,282
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
477,282
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
477,282
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 8 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ballantyne Strong, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,038,409
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,038,409
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,038,409
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 9 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
D. Kyle Cerminara
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
PF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
4,667
|
|
8
|
SHARED VOTING POWER
2,714,362
|
|
9
|
SOLE DISPOSITIVE POWER
4,667
|
|
10
|
SHARED DISPOSITIVE POWER
2,714,362
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,719,029
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 10 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Lewis M. Johnson
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
PF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
4,667
|
|
8
|
SHARED VOTING POWER
2,714,362
|
|
9
|
SOLE DISPOSITIVE POWER
4,667
|
|
10
|
SHARED DISPOSITIVE POWER
2,714,362
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,719,029
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
Each percentage ownership of shares of Common
Stock set forth in this Statement is based on the 5,992,432 shares of Common Stock reported by the Company as outstanding as of
November 9, 2018 in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.
|
CUSIP No.
68244P107
|
13D
|
Page 11 of 18 Pages
|
This Amendment No.
12 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 12”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on June 18, 2015 (as amended, the “Schedule 13D” or this “Statement”),
with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of 1347 Property Insurance Holdings,
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 12 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 12, the Schedule 13D
remains unchanged.
Item 2. Identity and Background.
Information regarding
the identity and background of each executive officer and director of BTN and BKTI is set forth on Schedule A and Schedule B to
this Statement, respectively. Each of the individuals identified on Schedule A and Schedule B to this Statement is a U.S. citizen.
None of the Reporting
Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge,
any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting
Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge,
any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, 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 4. Purpose of Transaction.
On February 25, 2019,
the Company announced that it, together with three of its wholly-owned subsidiaries, Maison Insurance Company (“Maison”),
Maison Managers Inc. (“MMI”) and ClaimCor, LLC (“ClaimCor”), entered into an Equity Purchase Agreement
(the “Agreement”) with FedNat Holding Company, a Florida corporation (“Purchaser”), providing for the sale
of all of the issued and outstanding equity of Maison, MMI and ClaimCor to Purchaser, on the terms and subject to the conditions
set forth in the Agreement (the “Transaction”).
In
connection with the Agreement, on February 25, 2019, Fundamental Global Investors, LLC and FGI International USVI, LLC, as
investment managers, the funds managed by Fundamental Global Investors, LLC and FGI International USVI, LLC, and BTN, as
stockholders of the Company, entered into Voting Agreements with Purchaser, agreeing, among other things, to vote in favor of
the Transaction. Copies of the Voting Agreements are filed as Exhibits 99.1, 99.2 and 99.3 to this Schedule 13D and are
incorporated herein by reference.
None of the Reporting Persons has any present
plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except
as set forth herein and except as may be proposed by Messrs. Cerminara and Johnson in their capacities as directors of the Company,
or by such board of directors with Messrs. Cerminara’s and Johnson’s participation. The Reporting Persons reserve the
right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the
Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may in the future
acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company
held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting
Persons may deem advisable, subject to applicable law.
|
CUSIP No.
68244P107
|
13D
|
Page 12 of 18 Pages
|
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Information set forth
under Item 4 above is incorporated herein by reference.
Pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect
to the joint filing of this Amendment No. 12, which agreement is set forth on the signature page to this Statement.
Item 7. Material to Be Filed as Exhibits.
|
|
99.1
|
Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, Fundamental Global Investors, LLC, as investment manager, and the stockholders listed on the signature page.
|
|
|
99.2
|
Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, FGI International USVI, LLC, as investment manager, and the stockholder listed on the signature page.
|
|
|
99.3
|
Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company and Ballantyne Strong, Inc., as a stockholder of the Company.
|
|
CUSIP No.
68244P107
|
13D
|
Page 13 of 18 Pages
|
SIGNATURE
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true,
complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
|
Dated: February 25, 2019
|
|
|
|
|
|
FUNDAMENTAL GLOBAL INVESTORS, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Chief Executive Officer, Partner and Manager
|
|
|
|
|
|
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
|
|
|
by FG Partners GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FGI GLOBAL ASSET ALLOCATION FUND, LTD.
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Director
|
|
|
|
|
|
FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,
|
|
|
by FGI Global Asset Allocation GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FUNDAMENTAL ACTIVIST FUND I, LP,
|
|
|
by Fundamental Activist Fund I GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 14 of 18 Pages
|
|
FGI 1347 HOLDINGS, LP,
|
|
|
by FGI 1347 GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
FGI INTERNATIONAL
USVI, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FGI FUNDS MANAGEMENT, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
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D. Kyle Cerminara
|
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Manager
|
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|
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JOSEPH H. MOGLIA
|
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/s/ Joseph H. Moglia
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D. KYLE CERMINARA
|
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/s/ D. Kyle Cerminara
|
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LEWIS M. JOHNSON
|
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/s/ Lewis M. Johnson
|
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BALLANTYNE STRONG, INC.
|
|
|
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/s/ D. Kyle Cerminara
|
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D. Kyle Cerminara
|
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Chief Executive Officer
|
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BK TECHNOLOGIES, INC.
|
|
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/s/ William P. Kelly
|
|
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William P. Kelly
|
|
|
Executive Vice President and Chief Financial Officer
|
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|
CUSIP No.
68244P107
|
13D
|
Page 15 of 18 Pages
|
Schedule A
Identity and Background of Executive
Officers of Ballantyne Strong, Inc.
:
|
Name
|
|
Business Address
|
|
Present Principal Occupation and Name,
Principal
Business and Address of any Organization
in
which such Employment Is Conducted
|
|
D. Kyle Cerminara
|
|
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
Chief Executive Officer, Co-Founder and Partner
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
|
|
|
|
|
|
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Chief Executive Officer and Chairman of the Board of Directors
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
|
|
|
|
|
|
|
|
131 Plantation Ridge Drive,
Suite 100
Mooresville, NC 28117
|
|
|
|
|
|
|
|
|
|
Mark D. Roberson
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Executive Vice President and Chief Financial Officer
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
|
|
|
|
|
|
Ray F. Boegner
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
President of Cinema
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
CUSIP No.
68244P107
|
13D
|
Page 16 of 18 Pages
|
Identity and Background of Directors
of Ballantyne Strong, Inc.
:
|
Name
|
|
Business Address
|
|
Present Principal Occupation and Name,
Principal
Business and Address of any Organization
in
which such Employment Is Conducted
|
|
D. Kyle Cerminara
|
|
See above.
|
|
See above.
|
|
|
|
|
|
|
|
William J. Gerber
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Director
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
|
|
|
|
|
|
Colonel Jack H. Jacobs
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Professor; Private Investor; Television Analyst; Director
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
|
|
|
|
|
|
Lewis M. Johnson
|
|
c/o CWA Asset Management Group, LLC
9130 Galleria Court, Third Floor
Naples, FL 34109
|
|
Co-Chief Investment Officer
CWA Asset Management Group, LLC
9130 Galleria Court, Third Floor
Naples, FL 34109
|
|
|
|
|
|
|
|
|
|
c/o Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
President, Co-Founder and Partner
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
|
|
|
|
|
|
Charles T. Lanktree
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
President and Chief Executive Officer
Eggland’s Best, LLC
2 Ridgedale Avenue, Suite 201
Cedar Knolls, NJ 07927
Eggland’s Best, LLC is a distributor of nationally branded
eggs.
|
|
|
|
|
|
|
|
Robert J. Roschman
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Investor/Self-Employed
Roschman Enterprises
6300 NE 1st Avenue, Suite 300
Fort Lauderdale, FL 33334
Roschman Enterprises is involved in real estate, property management
and property development.
|
|
|
|
|
|
|
|
Ndamukong Suh
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Professional Athlete; Independent Private Investor; Director
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
CUSIP No.
68244P107
|
13D
|
Page 17 of 18 Pages
|
Schedule B
Identity and Background of Executive
Officers of BK Technologies, Inc.
|
Name
|
|
Business Address
|
|
Present Principal Occupation and Name,
Principal
Business and Address of any Organization
in which
such Employment Is Conducted
|
|
Timothy A. Vitou
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
President
BK Technologies, Inc.
7100 Technology Drive
West Melbourne, FL 32904
|
|
|
|
|
|
|
|
William P. Kelly
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Executive Vice President, Chief Financial Officer and
Secretary
BK Technologies, Inc.
7100 Technology Drive
West Melbourne, FL 32904
|
|
|
|
|
|
|
|
Henry R. (Randy) Willis
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Chief Operating Officer
BK Technologies, Inc.
7100 Technology Drive
West Melbourne, FL 32904
|
|
|
|
|
|
|
|
James R. Holthaus
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Chief Technology Officer
BK Technologies, Inc.
7100 Technology Drive
West Melbourne, FL 32904
|
Identity and Background of Directors
of BK Technologies, Inc.
:
|
Name
|
|
Business Address
|
|
Present Principal Occupation and Name,
Principal
Business and Address of any Organization
in which
such Employment Is Conducted
|
|
D. Kyle Cerminara
|
|
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
Chief Executive Officer, Co-Founder and Partner
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
|
|
|
|
|
|
|
|
11422 Miracle Hills Drive,
Suite 300
Omaha, NE 68154
|
|
Chief Executive Officer and Chairman of the Board of Directors
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
|
|
|
|
|
|
|
|
|
|
131 Plantation Ridge Drive,
Suite 100
Mooresville, NC 28117
|
|
|
|
CUSIP No.
68244P107
|
13D
|
Page 18 of 18 Pages
|
|
Name
|
|
Business Address
|
|
Present Principal Occupation and Name,
Principal
Business and Address of any Organization
in which
such Employment Is Conducted
|
|
Michael R. Dill
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Vice President and General Manger
GKN Aerospace Engine Systems North America
142 James South McDonnell Boulevard
Hazelwood, MO 63042
GKN Aerospace Engine Systems North America, a privately-held
company, designs and manufactures innovative smart aerospace systems and components.
|
|
|
|
|
|
|
|
Lewis M. Johnson
|
|
c/o CWA Asset Management Group, LLC
9130 Galleria Court, Third Floor
Naples, FL 34109
|
|
Co-Chief Investment Officer
CWA Asset Management Group, LLC
9130 Galleria Court, Third Floor
Naples, FL 34109
|
|
|
|
|
|
|
|
|
|
c/o Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
President, Co-Founder and Partner
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, NC 28209
|
|
|
|
|
|
|
|
Charles T. Lanktree
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
President and Chief Executive Officer
Eggland’s Best, LLC
2 Ridgedale Avenue, Suite 201
Cedar Knolls, NJ 07927
Eggland’s Best, LLC is a distributor of nationally branded
eggs.
|
|
|
|
|
|
|
|
General E. Gray Payne
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Chairman of Marine Corps. Association & Foundation
715 Broadway St
Quantico, VA 22134
|
|
|
|
|
|
|
|
John W. Struble
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Chief Financial Officer
IntraPac International Corporation
136 Fairview Road, Suite 320
Mooresville, NC 28117
IntraPac International Corporation is a private equity owned
manufacturing company.
|
|
|
|
|
|
|
|
Ryan R.K. Turner
|
|
7100 Technology Drive
West Melbourne, FL 32904
|
|
Vice President of Strategic Investments
Ballantyne Strong, Inc.
11422 Miracle Hills Drive, Suite 300
Omaha, NE 68154
Ballantyne Strong, Inc. is a publicly-held holding company with
diverse business activities focused on serving the cinema, retail, financial, and government markets.
|
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