sc13ga106297017_12312007.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  1)1
 

LJ International Inc.
 (Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
 (Title of Class of Securities)
 
G55312105
 (CUSIP Number)
 
December 31, 2007
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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 the disclosures provided in a prior cover page.
 
      The information required in 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. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG Crimson Partners, L.P.                         
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
93,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       93,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       93,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN
 
(1)  Includes 16,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
2
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
    RCG Baldwin, L.P.                                     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
285,000 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       285,000 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       285,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.5%
12
TYPE OF REPORTING PERSON
 
PN
 
3
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius Securities, L.L.C.                              
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
535,00 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       535,00 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      535,00 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.8%
12
TYPE OF REPORTING PERSON
 
BD
 
(1)  Includes 50,000 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
4
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Portside Growth and Opportunity Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
110,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       110,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       110,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Includes 100,000 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
5
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
285,000 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
285,000 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
285,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.5%
12
TYPE OF REPORTING PERSON
 
OO
 
 
6
CUSIP NO. G55312105
 
 
1
NAME OF REPORTING PERSON
 
Ramius Capital Group, L.L.C.                      
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,023,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       1,023,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                       5.4%
12
TYPE OF REPORTING PERSON
 
IA, OO
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
7
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.                                      
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
1,023,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
                       1,023,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                       5.4%
12
TYPE OF REPORTING PERSON
 
OO
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
8
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
1,023,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
1,023,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                       5.4%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
9
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
                       1,023,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
             0 shares
8
SHARED DISPOSITIVE POWER
 
                       1,023,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                       5.4%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
10
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
   
                       1,023,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
                       1,023,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                      5.4%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
11
CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
                       1,023,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
                       1,023,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,023,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                      5.4%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
12
CUSIP NO. G55312105
 

Item 1(a).
Name of Issuer:
 
LJ International Inc., a British Virgin Islands company (the “Company”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street, Hung Hom, Hong Kong


Item 2(a).
Name of Person Filing
Item 2(b). 
  Address of Principal Business Office or, if None, Residence
 Item 2(c).  Citizenship
 
Ramius Capital Group, L.L.C. (“Ramius Capital”)
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

RCG Crimson Partners, L.P. (“RCG Crimson”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

RCG Baldwin, L.P. (“RCG Baldwin”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Ramius Securities, L.L.C. (“Ramius Securities”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands

Portside Growth and Opportunity Fund (“Portside”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands
 
Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware
 
 
13
CUSIP NO. G55312105
 

C4S & Co., L.L.C. (“C4S”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

 
 Item 2(d).
Title of Class of Securities:
   
  Common Stock, par value $0.01 per share ("Common Stock")
   
 Item 2(e).
CUSIP Number:
   
  G55312105
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:


 
    
x
Not applicable.
 
 
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
14
CUSIP NO. G55312105
 

 
(d)
o
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.
Ownership

 
(a)
Amount beneficially owned:
 
As of December 31, 2007, (i) RCG Crimson beneficially owned 77,000 shares of Common Stock and 16,667 shares of Common Stock issuable upon the exercise of certain warrants, (ii) RCG Baldwin beneficially owned 285,000 shares of Common Stock, (iii) Ramius Securities beneficially owned 485,000 shares of Common Stock and 50,000 shares of Common Stock issuable upon the exercise of certain warrants, and (iv) Portside beneficially owned 10,000 shares of Common Stock and 100,000 shares of Common Stock issuable upon the exercise of certain warrants.

Ramius Advisors, as the general partner of RCG Baldwin with voting control and investment discretion over securities held by RCG Baldwin, may be deemed to beneficially own the 285,000 shares of Common Stock beneficially owned by RCG Baldwin.

Ramius Capital is the general partner of RCG Crimson, the investment manager of Portside and the sole member of each of Ramius Securities and Ramius Advisors, and has the power to direct some of the affairs of each of RCG Crimson, Portside, Ramius Securities and Ramius Advisors, including decisions respecting the disposition of the proceeds from the sale of shares of the Common Stock.  C4S is the managing member of Ramius Capital and in that capacity directs its operations.  Messrs. Cohen, Stark, Strauss and Solomon are the sole managing members of C4S, and in that capacity, direct its operations.  As a result, each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own the 1,023,667 shares of Common Stock beneficially owned in the aggregate by RCG Crimson, Portside, RCG Baldwin and Ramius Securities.
 
 
15
CUSIP NO. G55312105

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  In addition, each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of the shares held by RCG Crimson, Portside, RCG Baldwin and Ramius Securities and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.
 
 
(b)
Percent of class:
 
Based on 18,977,371 shares issued and outstanding as of December 31, 2006 as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on December 28, 2007, (i) RCG Crimson may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) RCG Baldwin may be deemed to beneficially own 1.5% of the outstanding shares of Common Stock, (iii) Ramius Securities may be deemed to beneficially own 2.8% of the outstanding shares of Common Stock, (iv) Portside may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock and (v) each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 5.4% of the outstanding shares of Common Stock.
 
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

 
See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

 
See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

 
See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

 
See Cover Pages Items 5-9.
 

Item 5.
Ownership of Five Percent or Less of a Class.
 
 
Not applicable

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
Not applicable
 
16
CUSIP NO. G55312105
 

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
Not Applicable

Item 8.
Identification and Classification of Members of the Group.

 
See Exhibit 99.1
 
Item 9.
Notice of Dissolution of Group.
 
 
Not Applicable

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
17
CUSIP NO. G55312105
 

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2008

RAMIUS SECURITIES, L.L.C.
RAMIUS ADVISORS, LLC
   
By:
Ramius Capital Group, L.L.C.,
By:
Ramius Capital Group, L.L.C.,
 
its sole member
  
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
  
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON PARTNERS, L.P.
   
By:,
Ramius Advisors, LLC
By:
Ramius Capital Group, L.L.C.,
 
its general partner
  
its general partner
By:
Ramius Capital Group, L.L.C.,
By:
C4S & Co., L.L.C.,
 
its sole member
  
as managing member
By:
C4S & Co., L.L.C.,
  
 
as managing member
  
   
PORTSIDE GROWTH AND
RAMIUS CAPITAL GROUP, L.L.C.
OPPORTUNITY FUND
  
 
By:
C4S & Co., L.L.C.,
By:
Ramius Capital Group, L.L.C.,
  
as managing member
 
its investment manager
  
     
By:
C4S & Co., L.L.C.,
C4S & CO., L.L.C.
 
as managing member
  
 

By:
  /s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory

 
JEFFREY M. SOLOMON
 
 /s/ Jeffrey M. Solomon
Individually and as attorney-in- fact
for Peter A. Cohen, Morgan B.  Stark
and Thomas W. Strauss

 
18