OMB Number 3235-0145
United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
Fremont General Corporation
Name of Issuer
common stock
Title of Class of Securities
CUSIP Number 357288109
Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, 216 595-1047
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 9, 2006
(Date of Event which Requires Filing of this Statement)
If this 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) (f) or (g), check the
following box / /.
Note: Scheduled 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 who 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 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).
1 Name of Reporting Person Howard Amster
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 1,669,850
Beneficially
Owned By Each 8 Shared Voting 3,027,850
Reporting Person
With 9 Sole Dispositive 1,669,850
10 Shared Dispositive 3,027,850
11 Aggregate Amount Beneficially owned 3,380,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 4.34 %
14 Type of Reporting Person IN
1 Name of Reporting Person Howard M Amster
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 2,600
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 2,600
11 Aggregate Amount Beneficially owned 2,600
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person OO
1 Name of Reporting Person Howard M Amster 2005
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 61,200
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 61,200
11 Aggregate Amount Beneficially owned 61,200
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.08 %
14 Type of Reporting Person OO
1 Name of Reporting Person Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 103,300
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 103,300
11 Aggregate Amount Beneficially owned 103,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.13 %
14 Type of Reporting Person OO
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 14,700
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 14,700
11 Aggregate Amount Beneficially owned 14,700
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 2,285,500
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 2,285,500
11 Aggregate Amount Beneficially owned 1,140,600
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.46 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,144,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,144,900
11 Aggregate Amount Beneficially owned 1,144,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.47 %
14 Type of Reporting Person OO
1 Name of Reporting Person Tamra F. Gould
2 If a member group a) / /
c) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 23,000
Beneficially
Owned By Each 8 Shared Voting 21,100
Reporting Person
With 9 Sole Dispositive 23,000
10 Shared Dispositive 21,100
11 Aggregate Amount Beneficially owned 44,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.06 %
14 Type of Reporting Person IN
1 Name of Reporting Person Tamra F. Gould Investment Trust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 4,100
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 4,100
11 Aggregate Amount Beneficially owned 4,100
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person OO
1 Name of Reporting Person Gould Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 17,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 17,000
11 Aggregate Amount Beneficially owned 17,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person CO
1 Name of Reporting Person Samuel J Heller
2 If a member group a) / /
d) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 5,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 5,400
11 Aggregate Amount Beneficially owned 5,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person IN
1 Name of Reporting Person Samuel J Heller Irrevocable Trust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 5,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 5,400
11 Aggregate Amount Beneficially owned 5,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person OO
1 Name of Reporting Person Let's Get Organized, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 250
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 250
11 Aggregate Amount Beneficially owned 250
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person CO
1 Name of Reporting Person James M. Loveman
2 If a member group a) / /
e) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 4,100
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 4,100
11 Aggregate Amount Beneficially owned 0
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person IN
1 Name of Reporting Person newAX, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,800
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,800
11 Aggregate Amount Beneficially owned 12,800
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Corp.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 186,050
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 186,050
11 Aggregate Amount Beneficially owned 186,050
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.23 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Ltd.
Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds 00
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 184,500
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 184,500
11 Aggregate Amount Beneficially owned 184,500
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.23 %
14 Type of Reporting Person 00
1 Name of Reporting Person Ramat Securities Ltd.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 356,300
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 356,300
11 Aggregate Amount Beneficially owned 356,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.5 %
14 Type of Reporting Person BD
1 Name of Reporting Person Tova Financial, Inc.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 19,275
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 19,275
11 Aggregate Amount Beneficially owned 7,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person CO
1 Name of Reporting Person Tova Financial, Inc. Charitable
Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 11,375
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 11,375
11 Aggregate Amount Beneficially owned 11,375
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person ZAK Group LLC
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 7,900
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 7,900
11 Aggregate Amount Beneficially owned 7,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person OO
1 Name of Reporting Person David Zlatin
2 If a member group a) / /
f) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 760
Beneficially
Owned By Each 8 Shared Voting 385,725
Reporting Person
With 9 Sole Dispositive 760
10 Shared Dispositive 385,725
11 Aggregate Amount Beneficially owned 375,110
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.5 %
14 Type of Reporting Person IN
1 Name of Reporting Person David Zlatin and Gilda Zlatin JTWOS
2 If a member group a) / /
g) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 21,275
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 21,275
11 Aggregate Amount Beneficially owned 9,900
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
1 Name of Reporting Person Gilda Zlatin
2 If a member group a) / /
h) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 690
Beneficially
Owned By Each 8 Shared Voting 21,275
Reporting Person
With 9 Sole Dispositive 690
10 Shared Dispositive 21,275
11 Aggregate Amount Beneficially owned 10,590
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.01 %
14 Type of Reporting Person IN
Item 1. Security and Issuer
Fremont General Corporation
common stock
Fremont General Corporation
2425 Olympic Blvd., Third Floor
Santa Monica, California 90404
310 315 5500
CUSIP Number 357288109
Item 2. Identity and Background
Howard Amster
a) Howard Amster
b) 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122-5525
c) Present principal occupation- Real Estate Operator
23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525
d) Howard Amster has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Howard Amster has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Howard M Amster Charitable Remainder Unitrust
Howard M Amster Charitable Remainder Unitrust has
been funded by Howard Amster . Because Howard Amster
has the right to change the trustee of the trust, he can be
deemed to have the right to shared voting and dispositive power
over any security owned by the trust. While Howard Amster
receives certain income distributions from the trust, the assets
owned by the trust benefits charitable purposes. Howard Amster
disclaims beneficial ownership of the securities owned by the
trust. Howard Amster is the sole trustee of the Howard M
Amster Charitable Remainder Unitrust, although he has
no pecuniary interest in the trust and therefore disclaims
beneficial ownership of shares owned by the trust.
a) Howard M Amster Charitable Remainder Unitrust
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Charitable Remainder Unitrust
d) Neither Howard Amster or the trustee have been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanors, if any) within the last five years.
e) Neither Howard Amster or the trustee have been a party to
any civil proceedings of a judicial or administrative body or
competent jurisdictions of the type described in Item 2 of
Schedule 13D within the last five years.
f) U.S.A.
Howard M Amster 2005 Charitable Remainder Unitrust
Howard M Amster 2005 Charitable Remainder Unitrust has
been funded by Howard Amster . Because Howard Amster
has the right to change the trustee of the trust, he can be
deemed to have the right to shared voting and dispositive power
over any security owned by the trust. While Howard Amster
receives certain income distributions from the trust, the assets
owned by the trust benefits charitable purposes. Howard Amster
disclaims beneficial ownership of the securities owned by the
trust. Howard Amster is the sole trustee of the Howard M
Amster 2005 Charitable Remainder Unitrust, although he has
no pecuniary interest in the trust and therefore disclaims
beneficial ownership of shares owned by the trust.
a) Howard M Amster 2005 Charitable Remainder Unitrust
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Charitable Remainder Unitrust
d) Neither Howard Amster or the trustee have been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanors, if any) within the last five years.
e) Neither Howard Amster or the trustee have been a party to
any civil proceedings of a judicial or administrative body or
competent jurisdictions of the type described in Item 2 of
Schedule 13D within the last five years.
f) U.S.A
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
has been funded by Howard Amster . Because Howard Amster
has the right to change the trustee of the trust, he can be
deemed to have the right to shared voting and dispositive power
over any security owned by the trust. While Howard Amster
receives certain income distributions from the trust, the assets
owned by the trust benefits charitable purposes. Howard Amster
disclaims beneficial ownership of the securities owned by the
trust. Howard Amster is the sole trustee of the Howard Amster &
Tamra F. Gould Charitable Remainder Unitrust, although he has
no pecuniary interest in the trust and therefore disclaims
beneficial ownership of shares owned by the trust.
a) Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Charitable Remainder Unitrust
d) Neither Howard Amster or the trustee have been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanors, if any) within the last five years.
e) Neither Howard Amster or the trustee have been a party to
any civil proceedings of a judicial or administrative body or
competent jurisdictions of the type described in Item 2 of
Schedule 13D within the last five years.
f) U.S.A.
..
Amster Limited Partnership
Howard Amster is a 10 % owner and General Partner of Amster
Limited Partnership and as such can be deemed the beneficial owner
of such entity and may be deemed to have shared voting and dispositive
power over shares owned by Amster Limited Partnership.
a) Amster Limited Partnership
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Investments
d) Neither the officers, directors or partners of Amster Ltd.
Partnership have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or partners of Amster
Ltd. Partnership have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Amster Trading Company
Howard Amster is the 100% owner of Amster Trading Company and
as such can be deemed the beneficial owner of such entity and may be
deemed to have shared voting and dispositive power over shares owned
by Amster Trading Company.
a) Amster Trading Company
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Investments
d) Neither the officers, directors, or shareholder of Amster
Trading Company have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors, or shareholder of Amster
Trading Company have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Amster Trading Company Charitable Remainder Unitrusts
Amster Trading Company Charitable Remainder Unitrusts have
been funded by Amster Trading Company. Because Amster
Trading Company has the right to change the trustee of the
trusts, it can be deemed to have the right to shared voting and
dispositive power over any security owned by the trusts. While
Amster Trading Company receives certain income distributions
from the trusts, the assets owned by the trusts benefits charitable
purposes. Amster Trading Company disclaims beneficial ownership
of the securities owned by these trusts. Howard Amster is the sole
trustee of the Amster Trading Company Charitable Remainder
Unitrusts although he has no pecuniary interest in the trusts and
therefore disclaims beneficial ownership of shares owned by the
trusts.
a) Amster Trading Company Charitable Remainder Unitrusts
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Charitable Remainder Unitrusts
d) Neither the officers, directors, or shareholders of Amster
Trading Company have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors, or shareholders of Amster
Trading Company have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Tamra F. Gould
a) Tamra F. Gould
b) 25812 Fairmount Boulevard
Beachwood, Ohio 44122-2214
c) Present principal occupation- Principal, Tamar Securities,
23811 Chagrin Blvd. # 200 Beachwood OH 44122
d) Tamra F. Gould has not been convicted in any criminal
proceedings (excluding traffic violations or similar
misdemeanors, if any) within the last five years.
e) Tamra F. Gould has not been party to any civil proceedings
of a judicial or administrative body or competent
jurisdiction of the type described in Item 2 of Schedule 13D
within the last five years.
f) U.S.A.
Tamra F. Gould Investment Trust
The Tamra F. Gould Investment Trust has been funded
by Tamra F. Gould. The Trustee of this Trust distributes
income and principal as determined to Tamra F. Gould.
Because Tamra F. Gould has the right to change, amend
the Trust it can be deemed she has shared voting, dispositive
power and beneficial ownership to any security in the Trust.
James M Loveman is the Trustee of the Tamra F Gould
Investment Trust. Mr. Loveman can be deemed to have the
right to shared voting and dispositive power over any security
owned by the trust. Mr. Loveman has no pecuniary interest
in the Trust and therefore disclaims beneficial ownership of
shares owned by the Trust.
a) Tamra F. Gould Investment Trust
b) 23811 Chagrin Boulevard, Suite 200
Beachwood, OH 44122-5525
c) Investment Trust
d) Neither Mr. Loveman as trustee or the Trust
have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any) within the
last five years.
e) Neither Mr. Loveman as trustee or the Trust
have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdictions of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Gould Trading Company
Tamra F. Gould is the 100% owner of Gould Trading Company and
as such can be deemed the beneficial owner of such entity and may be
deemed to have shared voting and dispositive power over shares owned
by Gould Trading Company.
a) Gould Trading Company
b) 25812 Fairmount Boulevard
Beachwood, Ohio 44122-2214
c) Investments
d) Neither the officers, directors, or shareholder of Gould
Trading Company have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors, or shareholder of Gould
Trading Company have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Samuel J Heller
a) Samuel J Heller
b) 1550 N Stapley Drive, # 131
Mesa, Arizona 85203-3710
c) Student
d) Samuel J Heller has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Samuel J Heller has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Samuel J Heller Irrevocable Trust
Howard Amster is a co-trustee of the Samuel J Heller
Irrevocable Trust. Mr. Amster can be deemed to have the
right to shared voting and dispositive power over any security
owned by the trust. Mr. Amster has no pecuniary interest
in the trust and therefore disclaims beneficial ownership of
shares owned by the trust.
a) Samuel J Heller Irrevocable Trust
b) 1550 N Stapley Drive, # 131
Mesa, Arizona 85203-3710
c) Irrevocable Trust
d) Neither Howard Amster as trustee or the other trustees
have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any) within the
last five years.
e) Neither Howard Amster as trustee or the other trustees
have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdictions of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Let's Get Organized, Inc.
David Zlatin is the 100 % owner of Let's Get Organized, Inc.
and as such can be deemed the beneficial owner of such entity
and may be deemed to have shared voting and dispositive power
over shares owned by Let's Get Organized, Inc.
a) Let's Get Organized, Inc.
b) 2542 Biscayne Boulevard
Beachwood, Ohio 44122-1773
c) Investments
d) Neither the officers, directors or shareholder of Let's Get
Organized, Inc. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholder of Let's
Get Organized, Inc. have been a party to any civil proceedings
of a judicial or administrative body or competent jurisdictions
of the type described in Item 2 of Schedule 13D within the last
five years.
f) U.S.A.
James M Loveman
James M Loveman is the trustee of the Tamra F Gould
Investment Trust.
a) James M Loveman
b) 2848 Eaton Road
Shaker Heights, Ohio 44122-2514
c) Present principal occupation- Trader, Tamar Securities,
23811 Chagrin Blvd. # 200 Beachwood OH 44122
d) James M Loveman has not been convicted in any criminal
proceedings (excluding traffic violations or similar
misdemeanors, if any) within the last five years.
e) James M Loveman has not been party to any civil proceedings
of a judicial or administrative body or competent
jurisdiction of the type described in Item 2 of Schedule 13D
within the last five years.
f) U.S.A.
newAx, Inc.
Howard Amster is a 14.66 % shareholder of newAx, Inc.
and as such can be deemed a beneficial owner of such
entity and may be deemed to have shared voting and
dispositive power over shares owned by newAx, Inc.
a) newAx, Inc.
b) 700 W Irving Park A-1
Chicago, Illinois 60613-3133
c) Investments
d) Neither the officers, directors or shareholder of newAx
Inc. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholder of newAx
Inc. have been a party to any civil proceedings of a judicial
or administrative body or competent jurisdictions of the type
described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Pleasant Lake Apts. Corp.
Howard Amster is the 100 % owner of Pleasant Lake Apts. Corp.
and as such can be deemed the beneficial owner of such entity
and may be deemed to have shared voting and dispositive power
over shares owned by Pleasant Lake Apts. Ltd. Corp.
a) Pleasant Lake Apts. Corp.
b) 23811 Chagrin Blvd., # 200
Beachwood, Ohio 44122-5525
c) Investments
d) Neither the officers, directors or shareholder of Pleasant
Lake Apts. Corp. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholder of Pleasant
Lake Apts. Corp. have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Pleasant Lake Apts. Ltd. Partnership
Howard Amster is the 99.75 % owner of Pleasant Lake Apts. Ltd.
Partnership and as such can be deemed the beneficial owner of
such entity and may be deemed to have shared voting and dispositive
power over shares owned by Pleasant Lake Apts. Ltd. Partnership.
Pleasant Lake Apts. Corp. is the General Partner of Pleasant
Lake Apts. Ltd. Partnership and as such can be deemed the
beneficial owner of such entity and may be deemed to have shared
voting and dispositive power over shares owned by Pleasant Lake
Apts. Ltd. Partnership.
a) Pleasant Lake Apts. Ltd. Partnership
b) 7530 Lucerne Drive, # 101
Middleburg Heights, Ohio 44130
c) Real Estate
d) Neither the officers, directors or partners of Pleasant Lake
Apts. Ltd. Partnership have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or partners of Pleasant Lake
Apts. Ltd. Partnership have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Ramat Securities Ltd., 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122
Securities Firm
David Zlatin and Howard Amster are the unitholders of Ramat
Securities Ltd., an Ohio Limited Liability Company.
David Zlatin is a 17 % owner/principal of Ramat Securities Ltd.
and has joint control of voting and dispositive power over all
securities owned by Ramat Securities Ltd. While David Zlatin
directly or indirectly does not beneficially own 5 % of
Fremont General Corporation, he because of such voting and
dispositive power, might be deemed a beneficial owner of these
shares owned by Ramat Securities Ltd.
Howard Amster is an 83 % owner/principal of Ramat Securities Ltd.
and has joint voting or dispositive power over any securities owned by
Ramat Securities Ltd., but by being an 83 % owner can be deemed a
beneficial owner of all securities owned by Ramat Securities Ltd.
d) Neither the members or unitholders of Ramat Securities Ltd. have
been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors, if any) within the last five years.
e) Neither the members or unitholders of Ramat Securities Ltd.
have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdictions of the type described
in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Tova Financial, Inc.
David Zlatin is a 50 % owner of Tova Financial, Inc. and as such can
be deemed the beneficial owner of such entity and may be deemed to
share shared voting and dispositive power over shares owned by
Tova Financial, Inc.
Gilda Zlatin is a 50 % owner of Tova Financial, Inc. and as such can
be deemed the beneficial owner of such entity and may be deemed to
share shared voting and dispositive power over shares owned by
Tova Financial, Inc.
a) Tova Financial, Inc.
b) 2562 Biscayne Blvd.
Beachwood, Ohio 44122-1773
c) Investments
d) Neither the officers, directors or shareholders of Tova Financial
Inc. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholders of Tova Financial
Inc. have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
f) U.S.A.
Tova Financial, Inc., Charitable Remainder Unitrust
Tova Financial, Inc., Charitable Remainder Unitrust has been
Funded by Toval Financial, Inc. Because Tova Financial, Inc.
has the right to change the trustee of the trust, it can be deemed
to have the right to shared voting and dispositive power over
any security owned by the trust. While Tova Financial, Inc.
receives certain income distributions from the trust, the assets
owned by the trust benefits charitable purposes. Tova Financial
Inc. disclaims beneficial ownership of the securities owned by
the trust. David Zlatin and Gilda Zlatin are co-trustees of the
Tova Financial, Inc. Charitable Remainder Unitrust, although
they have no pecuniary interest in the trust and therefore disclaim
beneficial ownership of shares owned by the trust.
a) Tova Financial, Inc., Charitable Remainder Unitrust
b) 2562 Biscayne Blvd.
Beachwood, Ohio 44122-1773
c) Charitable Remainder Unitrust
d) Neither the officers, directors, or shareholders of Tova
Financial, Inc. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors, or shareholders of Tova
Financial, Inc. have been a party to any civil proceedings of a
judicial or administrative body or competent jurisdictions of the
type described in Item 2 of Schedule 13D within the last five years.
ZAK Group LLC
David Zlatin is a 36 % owner of ZAK Group LLC and as such can be
deemed to be a beneficial owner of such entity and may be deemed to have
shared voting and dispositive power shares owned by ZAK Group LLC.
Amster Limited Partnership is a 28 % owner of ZAK Group LLC and as
such can be deemed to be a beneficial owner of such entity and may be
deemed to have shared voting and dispositve power owned by ZAK
Group LLC.
a) ZAK Group LLC
b) 221 Allynd Blvd., Chardon, Ohio 44024-1010
c) Investments
d) Neither the officers, directors or members of ZAK Group LLC
have been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors, if any) within the last five years.
e) Neither the officers, directors or members of ZAK Group LLC
have been a party to any civil proceedings of a judicial or administrative
body of competent jurisdiction of the type described in Item 2 of
Schedule 13D within the last five years.
David Zlatin
David Zlatin and Gilda Zlatin are husband and wife. Except for Tova
Financial, Inc., Tova Financial, Inc. Charitable Remainder
Unitrust, their JTWROS holding, each disclaims any shared voting
and dispositive power over shares of Fremont General Corporation
that each may own as a beneficial owner.
a) David Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Principal, Ramat Securities Ltd.,
securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525
d) David Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) David Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
David Zlatin and Gilda Zlatin as Joint Tenants with Rights
of Survivorship (as JTWROS)
David Zlatin and Gilda Zlatin are husband and wife. Except for
their JTWROS holding, Tova Financial, Inc. Tova Financial, Inc.
Charitable Remainder Unitrust, each disclaims any shared voting
and dispositive power over shares of Fremont General Corporation
that each may own as a beneficial owner.
a) David Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Principal, Ramat Securities Ltd.,
securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525
d) David Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) David Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
Gilda Zlatin
a) Gilda Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Teacher
On leave/sabbatical.
d) Gilda Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Gilda Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
Gilda Zlatin
David Zlatin and Gilda Zlatin are husband and wife. Except for Tova
Financial, Inc., and Tova Financial, Inc. Charitable Remainder
Unitrust, their JTWROS holding, each disclaims any shared voting
and dispositive power over shares of Fremont General Corporation
that each may own as a beneficial owner.
a) Gilda Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773
c) Present principal occupation- Teacher
On leave/sabbatical.
d) Gilda Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Gilda Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
For information purposes only
Ramat Securities Ltd. clients and employees own 112,119
common shares of Fremont General Corporation common
shares excluding various Amster, Gould, Zlatin member
group shares or 0.14 % of Fremont General Corporation
common shares.
Clients and employees of Ramat Securities Ltd. excluding
various Amster, Gould, Zlatin member group shares do not
have ownership, no shared voting, no dispositive power no
pecuniary interest in any Fremont General Corporation
common shares held by this reporting group nor to any
other securities owned directly or indirectly by the
reporting group.
Ramat Securities Ltd. has no ownership, no shared voting,
no dispositive, no pecuniary interest in Fremont General
Corporation common shares owned by its clients and
employees directly or indirectly excluding various Amster,
Gould, Zlatin member group shares.
Ramat Securities Ltd. has no ownership, no shared
voting, no dispositive, no pecuniary interest in any
other securities owned by its clients or employees
directly or indirectly excluding Mr. Amster, Mr. Zlatin.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement accounts
purchased all 1,669,850 common shares with personal funds without
borrowing. The total consideration for the purchases is
is $ 34,771,195.31.
Howard M Amster Charitable Remainder Unitrust purchased
all 2,600 common shares with trust assets without borrowing. The
total consideration for the purchase was $ 57,621.36.
Howard M Amster 2005 Charitable Remainder Unitrust purchased
all 61,200 common shares with trust assets without borrowing.
The total consideration for the purchase was $ 1,258,804.70.
Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust purchased all 103,300 common shares with trust assets
without borrowing. The total consideration for the purchase
was $ 2,339,172.76.
Amster Ltd. Partnership purchased all 6,800 common
shares with partnership funds without borrowing. The total
consideration for this purchase is $ 127,908.23.
Amster Trading Company purchased all 1,140,600 common shares
with working capital without borrowing. The total consideration
for these purchases is $ 23,680,471.49.
Amster Trading Company Charitable Remainder Unitrusts
purchased all 1,144,900 common shares with trust assets
without borrowing. The total consideration for these
purchases is $ 20,630,361.56.
Tamra F. Gould, in her individual retirement account
purchased all 23,000 common shares with personal funds without
borrowing. The total consideration for the purchases is
is $ 417,762.47.
Tamra F. Gould Investment Trust purchased all 4,100 common
shares with trust assets without borrowing. The total
consideration for these purchase is $ 74,588.50.
Gould Trading Company purchased all 17,000 common shares
with working capital without borrowing. The total consideration
for these purchases is $ 280,153.40.
Samuel J Heller Irrevocable Trust purchased all 5,400 common
shares with trust assets without borrowing. The total
consideration for these purchase is $ $ 108,564.70.
Let's Get Organized Inc. purchased all 250 common shares
with working capital without borrowing. The total
consideration for the purchase is $ 4,172.05.
newAx, Inc. purchased all 12,800 common shares
with working capital without borrowing. The total
consideration for the purchase is $ 291,238.94.
Pleasant Lake Apts. Corp. purchased all 1,550 common shares
with working capital without borrowing. The total consideration
for these purchases is $ 33,731.47.
Pleasant Lake Apts. Ltd. Partnership purchased all 184,500
common shares with partnership funds without borrowing.
The total consideration for these purchases is $ 3,370,740.41.
Ramat Securities Ltd. purchased all 356,300 common shares
with working capital without borrowing. The total consideration
for these purchases is $ 6,795,572.40.
Tova Financial, Inc. purchased all 7,900 common shares
with working capital without borrowing. The total
consideration for the purchase is $ 148,158.15.
Tova Financial, Inc. Charitable Remainder Unitrust purchased
all 11,375 common shares with trust assets without borrowing.
The total consideration for the purchase is $ 255,599.70.
ZAK Group LLC purchased all 7,900 common shares
with working capital without borrowing. The total consideration
for the purchase is $ 106,063.74. .
David Zlatin , in his individual retirement account purchased
all 760 common shares with personal funds and without
borrowing. The total consideration for the purchases
is $ 13,921.37.
David Zlatin and Gilda Zlatin as JTWROS purchased all
2,000 common shares with their personal funds and without
borrowing. The total consideration for the purchase
is $ 36,593.90.
Gilda Zlatin in her individual retirement account purchased
all 690 common shares with personal funds and without
borrowing. The total consideration for the purchases
is $ 14,325.72.
Item 4. Purpose of Transaction
The following acquired their shares or may deemed to
be a group for purposes of investment.
Howard Amster
Howard M Amster Charitable Remainder Unitrust
Howard M Amster 2005 Charitable Remainder Unitrust
Howard Amster and Tamra F Gould Charitable Remainder Unitrust
Amster Limited Partnership
Amster Trading Company
Amster Trading Company Charitable Remainder Unitrusts
Tamra F. Gould
Tamra F. Gould Investment Trust
Gould Trading Company
Samuel J. Heller
Samuel J. Heller Irrevocable Trust
Let's Get Organized, Inc.
James M. Loveman
newAx, Inc.
Pleasant Lake Apts. Corp.
Pleasant Lake Apts. Ltd. Partnership
Ramat Securites Ltd.
Tova Financial, Inc.
Toval Financial Inc., Charitable Remainder Unitrust
Zak Group Ltd.
David Zlatin
David Zlatin and Gilda Zlatin as JTWROS
Gilda Zlatin
There are no present plans or proposals by this group of
record or the beneficial owners as reported in this Schedule 13D which
relates to or would result in the following:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer provided, however,
the reporting persons might acquire additional shares or other securities
of the issuer or dispose of some or all of their shares depending upon
market conditions and their personal circumstances;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
c. A sale or transfer or a material amount of assets of the issuer or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of the terms
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the issuer;
f. Any other material in the issuer's business or corporate structure;
g. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
h. Causing a class of securities of the issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The outstanding common shares of the Issuer is 77,861,629 shares
as of July 31, 2006 referenced in the 10-Q for period ending
June 30, 2006.
(a)(b) The aggregate amount owned by this Reporting Group is
4,764,775 shares or 6.12 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 1,669,850 shares or 2.14 % of the common outstanding shares.
Howard M Amster Charitable Remainder Unitrust owns
2,600 shares or 0.00 % of the common outstanding shares.
Howard M Amster 2005 Charitable Remainder Unitrust owns
61,200 shares or 0.08 % of the common outstanding shares.
Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust owns 103,300 shares or 0.13 % of the common
outstanding shares.
Amster Ltd. Partnership owns 6,800 common
shares or 0.01 % of the common outstanding shares
Amster Trading Company owns 1,140,600 shares or
1.46 % of the common outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts
own 1,144,900 shares or 1.47 % of the common outstanding
shares.
Tamra F. Gould in her individual retirement account
owns 23,000 common shares or
0.03 % of the common outstanding shares.
Tamra F. Gould Investment Trust owns 4,100 or
0.00 % of the common outstanding shares.
Gould Trading Company owns 17,000 or 0.02 %
of the common outstanding shares.
Samuel J Heller Irrevocable trust owns 5,400 shares
or 0.00 % of the common outstanding shares.
Let's Get Organized Inc. owns 250 common shares or
0.00 % of the common outstanding shares.
newAx, Inc. owns 12,800 common shares or
0.02 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Corp. owns 1,550 common
shares or 0.00 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Partnership owns 184,500 common
shares or 0.23 % of the common outstanding shares.
Ramat Securities Ltd. owns 356,300 common shares or
0.5 % of the common outstanding shares.
Tova Financial, Inc. owns 7,900 common shares or
0.01 % of the common outstanding shares.
Tova Financial, Inc. Charitable Remainder Unitrust
owns 11,375 common shares or 0.01 % of the
common outstanding shares.
ZAK Group LLC owns 7,900 common shares or
0.01 % of the common outstanding shares.
David Zlatin owns 760 common shares or
0.0 % of the common outstanding shares.
David Zlatin and Gilda Zlatin as JTROS own 2,000
common shares or 0.00 % of the common outstanding shares.
Gilda Zlatin owns 690 common shares or
0.00 % of the common outstanding shares.
c) Description of Transactions
All purchases were executed on a listed stock exchange
as an open market transaction with Bear, Stearns Securities
Corp. as executing broker excluding payment in kind
distributions (PIK) that were received by Mr. Amster
from his various Charitable Remainder Unitrusts and
by Amster Trading Company from the Amster Trading Company
Charitable Remainder Unitrusts, each PIK were priced
at closing and are also included in the following table.
Identity Date Shares Price
Howard Amster 07/15/04 20,600 18.00
and various 07/16/04 64,400 18.27
Individual 07/19/04 78,000 18.35
Retirement Accounts 07/20/04 46,000 18.48
08/02/04 5,000 19.12
08/03/04 6,900 18.92
08/05/04 5,000 18.28
08/19/04 51,100 18.95
08/25/04 116,200 18.71
09/16/04 3,200 22.14
09/20/04 9,800 22.25
09/27/04 2,300 21.74
09/29/04 2,200 22.56
09/30/04 3,700 22.92
10/29/04 1,800 21.60
11/05/04 102,100 22.46
11/08/04 115,100 22.44
11/15/04 4,000 23.58
11/22/04 4,700 23.15
12/23/04 13,200 24.35
12/23/04 4,200 24.42 PIK
12/27/04 4,700 24.46
12/30/04 15,000 25.14
12/31/04 45,000 25.17
01/03/05 25,000 25.26
01/04/05 9,600 24.84
01/06/05 11,100 23.68
01/07/05 19,700 23.95
01/10/05 22,300 24.41
01/11/05 4,300 23.74
01/12/05 4,700 23.74
01/13/05 4,600 23.82
01/14/05 28,700 23.42
01/18/05 8,400 24.00
01/19/05 13,100 24.54
01/20/05 7,500 24.12
01/21/05 4,100 24.38
01/25/05 20,500 24.14
01/26/05 3,700 24.13
02/03/05 1,800 24.70
03/31/05 3,900 21.88
04/01/05 6,800 21.98
04/15/05 5,100 20.52
04/26/05 6,700 20.17
05/04/05 76,500 21.19
05/05/05 12,900 21.77
06/24/05 9,336 23.08 PIK
07/29/05 3,500 24.63
09/14/05 20,300 22.66
10/31/05 3,800 21.40
12/02/05 600 23.60
12/07/05 1,200 23.20
12/08/05 2,500 23.37
12/09/05 2,000 23.90
12/12/05 3,000 23.79
12/12/05 42,164 24.02 PIK
12/13/05 1,000 24.14
03/13/06 6,200 21.22
03/14/06 17,600 21.14
03/15/06 5,600 21.48
03/29/06 5,900 21.89
05/08/06 64,200 22.66
05/09/06 44,000 22.39
05/11/06 47,900 22.13
05/12/06 33,200 21.60
05/25/06 3,250 20.74
05/26/06 300 20.90
06/07/06 14,800 20.22
07/06/06 22,500 18.07
07/13/06 19,800 17.62
07/14/06 29,850 17.49
07/26/06 4,300 17.44
08/03/06 82,000 17.85
08/04/06 28,100 18.04
08/08/06 85,000 16.72
08/10/06 40,750 16.58
Howard M Amster 05/01/06 2,400 22.25
Charitable 05/25/06 200 20.74
Remainder Unitrust
Howard M Amster 05/03/05 10,560 21.54
2005 Charitable 05/11/05 740 20.41
Remainder Unitrust 07/29/05 9,300 24.63
10/31/05 9,200 21.40
11/07/05 500 23.17
04/28/06 6,400 22.25
05/01/06 4,800 22.25
07/14/06 1,900 17.49
08/10/06 17,800 16.58
Howard Amster 11/09/04 90,500 22.73
and Tamra F. Gould 08/01/05 700 24.34
Charitable 03/22/06 6,800 21.59
Remainder Unitrust 04/28/06 1,000 22.25
05/01/06 3,500 22.25
05/15/05 300 21.40
05/25/06 500 20.74
Amster Ltd. 07/21/04 2,400 18.75
Partnership 06/14/06 800 18.78
06/15/06 300 19.41
07/03/06 3,300 18.75
Amster Trading 09/15/04 13,300 21.79
Company 11/01/04 3,900 21.68
01/03/05 173,857 24.74 PIK
03/07/05 13,814 25.45 PIK
03/24/05 8,963 22.50 PIK
06/24/05 7,000 23.08 PIK
09/14/05 14,000 22.66
12/06/05 1,000 23.77
12/12/05 87,900 24.02 PIK
01/03/06 166,566 23.54 PIK
03/09/06 10,000 21.90
03/10/06 7,700 21.81
03/13/06 3,300 21.22
05/11/06 76,200 22.13
06/22/06 16,400 18.24
06/23/06 12,000 17.98
07/07/06 7,300 18.32
07/12/06 1,600 17.64 PIK
07/13/06 2,900 17.62
07/26/06 11,900 17.44
07/31/06 151,000 17.65
08/01/06 150,000 17.31
08/02/06 43,000 17.54
08/04/06 87,000 18.04
08/07/06 70,000 17.74
Amster Trading 11/30/04 4,300 22.83
Company 01/31/05 1,700 24.20
Charitable 04/29/05 8,400 21.83
Remainder 05/11/05 6,000 20.41
Unitrusts 07/29/05 23,700 24.63
04/21/06 6,900 22.56
04/28/06 91,600 22.25
05/15/06 300 21.40
05/16/06 15,000 21.45
05/19/06 67,500 20.89
05/22/06 81,200 20.97
05/25/06 30,450 20.74
07/06/06 3,800 17.62
07/13/06 27,300 17.62
07/14/06 13,100 17.49
07/26/06 32,200 17.44
08/09/06 287,500 16.37
08/10/06 81,600 16.58
08/11/06 200,000 16.3271
08/14/06 162,350 16.3325
Tamra F. Gould 03/09/06 6,200 23.14
Individual 07/21/06 2,500 17.15
Retirement Account 08/10/06 14,300 16.58
Tamra F. Gould 06/29/06 4,100 18.17
Investment Trust
Gould Trading 08/09/06 10,000 16.37
Company 08/10/06 7,000 16.58
Samuel J Heller 07/21/04 1,100 18.51
Irrevocable Trust 08/20/04 1,900 18.88
08/01/05 800 24.29
05/02/06 500 21.92
06/15/06 1,100 19.41
Let's Get Organized 08/10/06 250 16.58
Inc.
newAx, Inc. 08/12/05 12,800 22.71
Pleasant Lake 12/15/05 1,000 23.85
Apts. Ltd. Corp. 07/14/06 550 17.49
Pleasant Lake 05/11/06 15,700 22.13
Apts. Ltd. 05/15/06 1,300 21.40
Partnership 05/16/06 1,200 21.45
08/01/06 56,400 17.45
08/04/06 109,900 18.04
Ramat Securities 06/09/04 2,500 22.69
Ltd. 07/15/04 15,000 18.00
07/16/04 17,100 18.27
07/19/04 28,000 18.35
07/20/04 12,500 18.33
08/17/04 107,400 18.60
11/01/04 3,900 21.68
11/22/04 1,100 23.42
02/24/05 2,000 24.30
03/03/05 3,200 24.97
03/04/05 3,000 25.40
03/14/05 4,000 24.63
03/29/05 1,200 22.15
05/18/05 26,500 20.78
09/14/05 5,500 23.11
12/02/05 2,100 23.52
03/17/06 9,000 21.98
03/29/06 36,000 21.67
07/27/06 14,000 17.71
08/09/06 50,000 16.37
08/10/06 12,300 16.58
Tova Financial, Inc. 07/16/04 2,400 18.27
07/19/04 4,500 18.35
11/02/04 1,000 21.55
Tova Financial, Inc. 01/19/05 6,000 24.50
Charitable Remainder 01/20/05 2,140 23.99
Unitrust 05/01/06 735 21.92
08/09/06 2,500 16.37
ZAK Group LLC 03/20/03 2,600 6.60
07/16/04 500 18.27
08/10/06 4,800 16.58
David Zlatin 07/16/06 760 18.27
in his individual
retirement account
David Zlatin and 07/16/04 2,000 18.27
Gilda Zlatin as
JTWROS
Gilda Zlatin 07/16/04 190 18.27
in her individual 1101/04 500 21.62
retirement account
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
with respect to securities of the Issuer with any person except as set
forth in items 2, 3, 5 above.
Item 7. Material to be filed as exhibits.
None
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: August 15, 2006
/s/
Howard Amster
/s/
Howard M Amster Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Howard M Amster 2005 Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
/s/
Amster Limited Partnership
By: Howard Amster
Title: General Partner
/s/
Amster Trading Company
By: Howard Amster
Title: President
/s/
Amster Trading Company Charitable Remainder Unitrusts
By: Howard Amster
Title: Trustee
/s/
Tamra F. Gould
/s/
Tamra F. Gould Investment Trust
By: James Loveman
Title: Trustee
/s/
Gould Trading Company
By: Tamra F. Gould
Title: President
/s/
Samuel J Heller
/s/
Samuel J Heller Irrevocable Trust
By: Howard Amster
Title: Trustee
/s/
Let's Get Organized, Inc.
By: David Zlatin
Title: President
/s/
James M. Loveman
/s/
newAx, Inc.
By: John C. Loring
Title: Chairman, President and CEO
/s/
Pleasant Lake Apts. Corp.
By: Howard Amster
Title: President
/s/
Pleasant Lake Apts. Ltd. Partnership
By: Pleasant Lake Apts. Corp., Howard Amster, President
Title: Its General Partner
/s/
Ramat Securities Ltd.
By: David Zlatin
Title: Principal
/s/
Tova Financial, Inc.
By: David Zlatin
Title: President
/s/
Tova Financial , Inc. Charitable Remainder Unitrust
By: David Zlatin & Gilda Zlatin
Title: Co-trustees
/s/
Zak Group LLC
By: David Zlatin
Title: Member
/s/
David Zlatin
/s/ /s/
David Zlatin and Gilda Zlatin as JTWROS
/s/
Gilda Zlatin