SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 2, 2007

25,584,000 Shares of Common Stock

This prospectus relates to up to 25,584,000 shares of common stock of AmTrust Financial Services, Inc., which may be offered and sold, from time to time, by the selling stockholders named in this prospectus. The selling stockholders acquired the shares of common stock offered by this prospectus in a private placement in February 2006 in reliance on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to our 2005 Equity Incentive Plan.

We have registered the offer and sale of the shares of common stock to satisfy registration rights we have granted to certain of the selling stockholders. The selling stockholders will receive all of the proceeds from the sale of the shares of our common stock offered by this prospectus, less any brokerage commissions or other expenses incurred by them. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. The shares which may be resold by the selling stockholders constituted approximately 43% of our issued and outstanding common stock on August 1, 2007. See "Selling Stockholders" beginning on page 3 in this prospectus for a complete description of the selling stockholders.

The shares of common stock to which this prospectus relates may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters or broker-dealers or agents. The shares of common stock may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, or at negotiated prices. Because all of the shares being offered under this prospectus are being offered by selling stockholders, we cannot currently determine the price or prices at which our shares of common stock may be sold under this prospectus. Shares of our common stock are listed on the Nasdaq Global Market under the symbol “AFSI.” On August 1, 2007, the closing price of our common stock as reported on the Nasdaq Global Market was $14.78 per share. Please read “Plan of Distribution.”

Investing in our common stock involves risks. You should read the section entitled “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2006, which is incorporated by reference herein, for a discussion of certain risk factors that you should consider before investing in our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                              , 2007.

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TABLE OF CONTENTS

SUMMARY		1
THE OFFERING		1
RISK FACTORS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
USE OF PROCEEDS		2
DIVIDEND POLICY		2
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		2
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION		2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		2
BUSINESS		3
MANAGEMENT		3
EXECUTIVE COMPENSATION		3
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		3
PRINCIPAL STOCKHOLDERS		3
SELLING STOCKHOLDERS		3
DESCRIPTION OF CAPITAL STOCK		15
SHARES ELIBIBLE FOR FUTURE SALE		17
REGISTRATION RIGHTS		18
PLAN OF DISTRIBUTION		19
WHERE YOU CAN FIND MORE INFORMATION		22
INCORPORATION BY REFERENCE		23
LEGAL MATTERS		23
EXPERTS		23
MATERIAL CHANGES		24
GLOSSARY OF SELECTED INSURANCE, REINSURANCE AND INVESTMENT TERMS		24
INDEX TO FINANCIAL STATEMENTS		27

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

 

Market and industry data and forecasts used or incorporated by reference in this prospectus have been obtained from independent industry sources and from research reports prepared for other purposes. We have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as other forward-looking statements in this prospectus.

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SUMMARY

A summary of our business was provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007 and is incorporated herein by reference.

THE OFFERING

Common stock offered by the selling stockholders		25,584,000 shares
Common stock outstanding		59,959,000 shares
Use of proceeds		We will not receive any proceeds from the sale of the shares of common stock offered in this prospectus.
Dividend policy		On September 1, 2006 our board of directors decided that the Company would begin paying a regular quarterly cash dividend of $0.02 per share on its common stock beginning in the fourth quarter 2006. See “Dividend Policy”.
Risk factors		For a discussion of certain factors you should consider in making an investment, see “Risk Factors” as provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007 and are incorporated herein by reference.
Listing		Our shares of common stock are listed on the Nasdaq Global Market under the symbol “AFSI.”

 

RISK FACTORS

The Risk Factors related to our business were provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007 and are incorporated herein by reference.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements, other than statements of historical fact, included in this prospectus, are forward-looking statements. In some cases, you can identify a forward-looking statement by terminology such as “may,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” or “continue,” the negative of such terms or other comparable terminology.

The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in the “Risk Factors” section and elsewhere in this prospectus. All forward-looking statements speak only as of the date of this prospectus. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf.

1

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders.

DIVIDEND POLICY

On September 1, 2006, our board of directors decided that the Company would begin paying a regular quarterly cash dividend of $0.02 per share on its common stock beginning in the fourth quarter 2006. Under this dividend program, on October 15, 2006, the Company paid a cash dividend of $0.02 per share on its common stock to stockholders of record on October 1, 2006. Further dividends were paid on January 16, 2007 ($0.02 per share), April 16, 2007 ($0.02 per share) and July 16, 2007 ($0.025 per share).

 

AmTrust is a holding company and has no direct operations. Our ability to pay dividends in the future primarily depends on the ability of our operating subsidiaries to pay dividends to us. Our insurance company subsidiaries are regulated insurance companies and therefore are subject to significant regulatory restrictions limiting their ability to declare and pay dividends. In addition, the terms of our junior subordinated debt require that we make scheduled interest payments on the debt before we pay any dividends to our stockholders. Agreements or indentures governing future debt financings may contain prohibitions or other restrictions on the payment of dividends. A more detailed discussion on our dividend policy was provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007 and is incorporated herein by reference.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

Our common stock is traded on the Nasdaq Global Market under the symbol “AFSI". The following table shoes the high and low sales price per share for our common stock for each quarter since our shares of common stock began trading on November 9, 2006, as reported by the Nasdaq Global Market composite tape, and the cash dividends declared with respect to such shares:

Period		High			Low			Cash Dividends Declared
Fourth quarter, 2006 (November 13 through December 31)		$	9.00		$	7.50		$	0.02
First quarter, 2007			11.01			8.44			0.02
Second quarter, 2007			18.90			10.68			0.025

AmTrust's income is generated primarily from our insurance subsidiaries. The laws of New York, New Hampshire, Delaware, Ireland and Bermuda regulate and restrict, under certain circumstances, the ability of our insurance subsidiaries to pay dividends to AmTrust. In addition, the terms of AmTrust's junior subordinated debentures would limit, in the event of a default, AmTrust's ability to pay dividends on its common stock, and future borrowings may include prohibitions and restrictions on dividends. Our insurance company subsidiaries are regulated insurance companies and therefore are subject to significant regulatory restrictions limiting their ability to declare and pay dividends.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

Selected consolidated financial and operation information was provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007, and in our quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 15, 2007, and is incorporated herein by reference.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our management’s discussion and analysis of our financial condition and results of operations was provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007, and in our quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 15, 2007, and is incorporated herein by reference.

 

2

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BUSINESS

A description of our Business was provided in our annual report on Form 10-K, filed with the SEC on March 16, 2007 and such description is incorporated herein by reference.

MANAGEMENT

Our management is described in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2007 and such description is incorporated herein by reference.

EXECUTIVE COMPENSATION

Our executive compensation is described in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2007 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information relating to transactions with related persons was provided in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2007 and such information is incorporated herein by reference.

 

PRINCIPAL STOCKHOLDERS

Information relating to beneficial ownership of our common stock by certain stockholders and by our management is provided in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2007, and such information is incorporated herein by reference.

SELLING STOCKHOLDERS

This prospectus covers shares sold in our private placement of common stock in February 2006 (the “February Private Placement”). Some of the shares sold in the February Private Placement were purchased by Friedman, Billings, Ramsey & Co., Inc., or FBR, as initial purchaser, and offered by it to qualified institutional buyers and non-U.S. persons in transactions that are exempt from registration under the Securities Act. The remaining shares sold in the February Private Placement were sold directly to “accredited investors” as defined by Rule 501(a) under the Securities Act pursuant to an exemption from registration under the Securities Act. FBR acted as sole placement agent in the February Private Placement.

 

The following table sets forth information about the number of shares owned by each selling stockholder that may be offered from time to time under this prospectus. Certain selling stockholders may be deemed to be “underwriters” as defined in the Securities Act. Any profits realized by any such selling stockholders may be deemed to be underwriting commissions.

The table below has been prepared based upon the information furnished to us by the selling stockholders as of June 9, 2006. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table. Information concerning the selling stockholders may change from time to time and, if necessary, we will supplement this prospectus accordingly. We cannot give an estimate as to the amount of shares of common stock that will be held by the selling stockholders upon termination of this offering because the selling stockholders may offer some or all of their common stock under the offering contemplated by this prospectus.

 

3

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None of the selling stockholders are broker-dealers and certain of the selling stockholders are affiliates of broker-dealers. We have been advised that each of such selling stockholders purchased our common stock in the ordinary course of business, not for resale, and that none of such selling stockholders had, at the time of purchase, any agreements or understandings, directly or indirectly, with any person to distribute the common stock. If the shares are to be sold by transferees of the selling stockholders under this prospectus and the shares are not sold pursuant to the Plan of Distribution in the registration statement, we must file a post-effective amendment to the registration statement that includes this prospectus or a prospectus supplement, amending the list of selling stockholders to include the transferee as a selling stockholder. Upon being notified by a selling stockholder that it intends to use an agent or principal to sell their shares, a post-effective amendment to the registration statement that includes this prospectus will be filed, naming the agent or principal as an underwriter and disclosing the compensation arrangement. All selling stockholders are subject to Rule 105 of Regulation M and are precluded from engaging in any short selling activities prior to effectiveness and for as long as they are participants in the offering.

Selling Stockholders		Shares of Common Stock Beneficially Owned Prior to Offering			Shares of Common Stock to be Sold			Beneficial Ownership After Offering if All Shares are Sold			Percent of Class Owned After Offering if All Shares are Sold
Steven T. Akers			100			100			—			—
Leslie Lee Alexander			343,000			343,000			—			—
Gerald J. Allen (1)			5,500			5,500			—			—
Gerald Allen Charles Schwab & Co Inc. Cust IRA Rollover (1)			620			620			—			—
Allied Funding, Inc. (2)			28,600			28,600			—			—
David Alperin			100			100			—			—
Noreen M. Ananea			100			100			—			—
Lisa Anderson			100			100			—			—
Roland J. Anderson & Fanny M. Anderson (1)			1,490			1,490			—			—
T. Anderson & J. Anderson TTEE Anderson Family Rev. TR U/A DTD 9/23/02 (1)			2500			2500			—			—
Apple Ridge Partners LP (3)			35,000			35,000			—			—
Jocefa Araujo			100			100			—			—
Maureen K. Aukerman Charles Schwab & Co. Inc. Cust IRA Rollover (1)			1,220			1,220			—			—
Robin Baglin			100			100			—			—
David Baker			35,000			35,000			—			—
Marilyn Baker			100			100			—			—
Richard Bakulski			100			100			—			—
Carol Balsay			100			100			—			—
Bamberger Ceccarelli Dicicco Sanders URSE TTEE Orthopedic Associates of Southwestern Ohio~Profit Sharing Plan (1)			4,570			4,570			—			—
Linda Banks			100			100			—			—
John A Barron(1)			570			570			—			—
Baxer-Hazel Funeral Home (1)			610			610			—			—
Michael Baum #			2,000			2,000			—			—
Bay Pond Partners L.P. (Bermuda) (4)			180,000			180,000			—			—
Bay Pond Partners, L.P. (4)			550,000			550,000			—			—
Bear Stearns Securities Corp Cust., Steven Emerson Roth IRA			47,200			47,200			—			—
Bear Stearns Securities Corp. Cust., Steven Emerson Roth R/O IRA II			300,000			300,000			—			—
Pamela Beaulieu			100			100			—			—
Elaine S Berman SEP-IRA (1)			830			830			—			—
Elaine S. Berman Trust~DTD 6/30/95~Elaine S. Berman TTEE U/A DTD 6/30/95  (1)			860			860			—			—
Elaine S. Berman Benificiary Inherited IRA (1)			870			870			—			—
Bermuda Partners. L.P. (5)			84,500			84,500			—			—
Diana M Best Charles Schwab & Co Inc. Cust IRA Rollover (1)			3,260			3,260			—			—
Kathy Betteridge			100			100			—			—
Vivan D. Bischel TTEE Vivan D. Bishel Rev Liv Trust U/A DTD 11/18/1993 (1)			1,790			1,790			—			—

 

4

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Monte R. Black: Eubel Brady (1)			6,370			6,370			—			—
Dianne Blankeney			100			100			—			—
William J. Blizzard, Jr.			100			100			—			—
Blueprint Partners LP (6)			40,000			40,000			—			—
Howard C. Bluver			3,500			3,500			—			—
Teri Bohnsack			100			100			—			—
Boston Partners All Cap Value Fund (7)			4,740			4,740			—			—
Bow River Capital Fund, LP (8)			71,428			71,428			—			—
Bow River Capital Fund II, LP (8)			71,429			71,429			—			—
Erika Boyle			100			100			—			—
Michael Glenn Bradshaw Charles Schwab & Co. Inc. Cust. IRA Rollover (1)			2,900			2,900			—			—

Judy A. Brown			100			100			—			—
Rozanne Brownbill			100			100			—			—
Brunswick Master Pension Trust (7)			41,800			41,800			—			—
Norman Burdick			100			100			—			—
Burlingame Equity Investors (Offshore), Ltd (9)			65,262			65,262			—			—
Burlingame Equity Investors, LP (9)			157,637			157,637			—			—
Burlingame Equity Investors II, LP (9)			20,001			20,001			—			—
Siobhain Byrne			100			100			—			—
Jeremy Cadle			100			100			—			—
Canyon Value Realization Fund (Cayman) Ltd. (10)			17,500			17,500			—			—
Canyon Value Realization Fund, L.P. (11)			7,500			7,500			—			—
Pamela S Carroll (1)			490			490			—			—
Douglas S. Carson #			500			500			—			—
CastleRock Fund Ltd (5)			406,400			406,400			—			—
CastleRock Partners, L.P. (12)			618,800			618,800			—			—
CastleRock Partners II LP (12)			51,800			51,800			—			—
Catalyst Master Fund Ltd (13) #			34,711			34,711			—			—
Deborah Cecere			100			100			—			—
Chesed Foundation of America (14)			401,786			401,786			—			—
Kimberly Christian			100			100			—			—
Cindu International Pension Fund (7)			5,800			5,800			—			—
Kevin Clausen			100			100
Cassandra Clemons			100			100			—			—
Ger Clifford			100			100			—			—
Coleman Family Revocable Trust (15)			6,250			6,250			—			—
Laurence Colletti			100			100			—			—
Lusaida Colon			100			100			—			—
Jessica Conrad			100			100			—			—
Thomas Conrad			100			100			—			—
Jeffrey Corder			100			100			—			—
William Connett			100			100			—			—
Corsair Capital Investors Ltd (16)			79,000			79,000			—			—
Corsair Capital Partners LP (16)			566,857			566,857			—			—
Corsair Capital Partners 100, L.P. (16)			26,286			26,286			—			—
Corsair Long Short International Ltd (16)			12,572			12,572			—			—
Corsair Select, L.P.  (16) #			140,000			140,000			—			—
Paul R. Crnkovi Charles Schwab & Co Inc. Cust IRA Rollover (1)			1,020			1,020			—			—
Cumber International S.A. (17)			284,853			284,853			—			—
Cumberland Benchmarked Partners L.P. (17)			653,287			653,287			—			—
Cumberland Long Partners LP (17)			2,471			2,471			—			—
Cumberland Partners (17)			961,965			961,965			—			—

 

5

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Paul Darkovich			100			100			—			—
DB Alternative Trading (18) #			1,200,000			1,200,000			—			—
DCM Limited (13)			4,858			4,858			—			—
Rhonda Dean-Washington			100			100			—			—
Donald T. DeCarlo			10,000			10,000			—			—
Deephaven Event Trading Ltd (Cayman Islands) (19)			1,005,000			1,005,000			—			—
Deephaven Growth Opportunities Trading Ltd. (19)			397,500			397,500			—			—
Paul Thomas Dell'Isola #			40,000			40,000			—			—
Demetrios Diavatis #			7,500			7,500			—			—
Rick Deshields			100			100			—			—
Gregg A. Dickey			100			100			—			—
Cyndil Dillman			100			100			—			—
Drake Associates LP (20)			50,000			50,000			—			—
Veronica Eaton			100			100			—			—
EBS Partners, LP Primary Account A Partnership (1)			63,710			63,710			—			—
EJF Crossover Master Fund LP (21)			200,000			200,000			—			—
Electrical Workers Pension Fund Part A (7)			3,295			3,295			—			—
Electrical Workers Pension Fund Part B (7)			2,810			2,810			—			—
Electrical Workers Pension Fund Part C (7)			1,250			1,250			—			—
Cyndil Eillot			100			100			—			—
Emerson Electric Company (22)			65,000			65,000			—			—
Endurance Fund (22)			44,700			44,700			—			—
Dominic T. Farris			100			100			—			—
Francis J. Fabrizio #			5,000			5,000			—			—
Thomas L. Falvey & Mary Leslie Falvey (1)			2,220			2,220			—			—
Far West Capital Partners LP (22)			638,345			638,345			—			—

Thomas A. Faries #			3,000			3,000			—			—
Farvane Limited (13)			3,156			3,156			—			—
Harold A. Ferguson Jr. & Lois Maire Ferguson (1)			1,490			1,490			—			—
Donna Fields			100			100			—			—
David Filley			100			100			—			—
First Financial Fund, Inc. (4)			350,000			350,000			—			—
Michael Fiorina			100			100			—			—
Todd Fitzsimmons			100			100			—			—
Fleet Maritime, Inc (13)			115,360			115,360			—			—
Fort Mason Master, L.P. (23)			670,799			670,799			—			—
Fort Mason Partners, L.P. (23)			43,501			43,501			—			—
Found-Mor LLC(1)			7,110			7,110			—			—
Friedman, Billings, Ramsey Group, Inc. (24) #			2,560,569			2,560,569			—			—
Janelle I. Friedman			100			100			—			—
Susan J. Gagnon TTEE Susan J. Gagon Revocable Lining Trust UA DTD 8/30/95 (1)			3,760			3,760			—			—
George Weiss Associates Inc. Profit Sharing Plan (25)			165,000			165,000			—			—
William I Gharst TTEE Jonell L. Gharst Rev Liv Trust OTO 3/18/1997 (1)			4,250			4,250			—			—
Carrie Gibson			100			100			—			—
Matthew Gillespie			100			100			—			—
GMI Master Retirement Trust (7)			71,500			71,500			—			—
Carl William Goeckel Charles Schwab & Co Inc. Cust IRA (1)			3,840			3,840			—			—
James R. Goldstein (1)			810			810			—			—
Barry J. Gossett			100			100			—			—
Jennifer Graham			100			100			—			—
David Greer #			40,000			40,000			—			—
Jeffrey M. Grieco~Revocable Living Trust DTD 7/19/2001~Jeffrey M. Grieco, TTEE (1)			1,290			1,290			—			—

 

6

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Yvonne A. Grieco TTEE Trust UA DTD 07/19/2001 (1)			1,210			1,210			—			—
Joseph C. Grumbles			100			100			—			—
Martin J. Grunder, Jr. Charles Schwab & Co Inc. Cust IRA Rollover(1)			670			670			—			—
Carmine Guerro Charles Schwab & Co Inc. Cust IRA Rollover (1)			3,010			3,010			—			—
C. Guerro & W. Guerro TTEE Carmine & Wendy Guerro Living Trust U/A DTD 7/31/2000			1,530			1,530			—			—
Samantha Gumenick			14,200			14,200			—			—
Paul S. Guthrie & Cynthia J. Guthrie (1)			2,180			2,180			—			—
Bridgette Helms IRA			1,250			1,250			—			—
Timothy Habeck			100			100			—			—
Lauren M. Hadyk			100			100			—			—
Julie Harrison			100			100			—			—
Stephen L. Harrison IRA			1,250			1,250			—			—
Steven Hartman			100			100			—			—
Bradley J. Hausfeld Charles Schwab & Co Inc. IRA Rollover (1)			880			880			—			—
Thomas L. Hausfeld Charles Schwab & Co Inc. IRA Rollover (1)			560			560			—			—
Thomas L. Hausfeld TTEE Auto Disposal Systems Inc. 401(k) DTD 1/1/95 All Cap Value A/C (1)			970			970			—			—
Hagerstown Teamsters & Motor Carriers Pension (7)			4,140			4,140			—			—
Paul Hays			100			100			—			—
Peter Helms IRA			1,250			1,250			—			—
Ashley Herron			100			100			—			—
Highbridge Event Driven/Relative Value Fund, LP (26)			159,525			159,525			—			—
Highbridge Event Driven/Relative Value Fund, Ltd. (27)			1,277,975			1,277,975			—			—
Audrey J. Hill			100			100			—			—
Kimberly Hill			100			100			—			—
Patricia Hill			100			100			—			—
HFR HE Platinum Master Trust (17)			67,365			67,365			—			—
HFR HE Systematic Master Trust (5)			238,500			238,500			—			—
Highbridge Int'l LLC (26)			1,062,500			1,062,500			—			—
George W. Hicks (1)			1,220			1,220			—			—
Nosrat Makky Hillman (1)			660			660			—			—

Nosrat M. Hillman Charles Schwab & Co Inc. Cust IRA Rollover (1)			860			860			—			—
Hod Foundation (27)			669,643			669,643			—			—
Shirley Hodge			100			100			—			—
Steven Holcomb			100			100			—			—
Stauart D. Hollander			100			100			—			—
Eva Holmgren			100			100			—			—
Thomas Holton TTEE Marjorie G. Kasch Irrevocable Trust U/A/ DTD 03/21/1980 (1)			990			990			—			—
Alan Horn			100			100			—			—
Michael A. Houser & H. Stephen Wargo (1)			390			390			—			—
Stephen L. Hopf & Cynthia Hopf (1)			890			890			—			—
Kristine A. Horuath			100			100			—			—
HSBC Guyerzeller Trust Co., as trustee for The Green Forest Trust (13)			28,020			28,020			—			—
Robin Hovanasian			100			100			—			—

 

7

---

 

Mary Howell			100			100			—			—
Cinthia A. Hrusch			100			100			—			—
Jane Hughes TTEE Giacomo Irrevocable Trust U/A/ DTD 11/30/00 (1)			5,710			5,710			—			—
Zachary Huke #			5,000			5,000			—			—
Gregory Hull (1)			470			470			—			—
Gregory Hull Charles Schwab & Co Inc. Cust IRA Rollover (1)			670			670			—			—
John Hutchinson			100			100			—			—
Victoria Peslak Hyman			57,000			57,000			—			—
Edward & Jill Im			3,125			3,125			—			—
Kathryn Ingram			100			100			—			—
Julia Inverarity			100			100			—			—
IOU Limited Partnership (28)			165,000			165,000			—			—
Ironworkers District Council of New England Pension (7)			6,400			6,400			—			—
Sheryl Jackman			100			100			—			—
Eileen M. Jackson Designated Beneficiary Plan (1)			1,830			1,830			—			—
Lawrence K. Jackson Charles Schwab & Co Inc. Cust IRA Contributory (1)			450			450			—			—
Kristen Jackson			100			100			—			—
Lawrence K. Jackson Designated Beneficiary Plan (1)			2,310			2,310			—			—
Alane Janicek			100			100			—			—
Denise Jenkins			100			100			—			—
Theresa A. Jennings			100			100			—			—
Thomas Jewel			100			100			—			—
Johnson Revocable Living Trust  (29)			10,000			10,000			—			—
Lisa Johnson			100			100			—			—
Andrew Frank Jose #			17,857			17,857			—			—
Ann C. Karter (1)			11,430			11,430			—			—
Sonja K. Kasch TTEE Sonja K. Kasch Trust U/A/ DTD 10/26/2004 Kasch TTEE (1)			1,520			1,520			—			—
Stanley J. Katz Charles Schwab & Co Inc. Cust IRA Contributory (1)			620			620			—			—
Joseph C. Kavanagh #			5,000			5,000			—			—
Luke Kelly			100			100			—			—
Kings Road Investments Ltd (30)			714,300			714,300			—			—
Sharon Kleinman			100			100			—			—
Kimberly Kowalski			100			100			—			—
Anthony L. Kremer~ Charles Schwab & Co Inc. Cust IRA Rollover (1)			1,460			1,460			—			—
Anthony L. Kremer TTEE Anthony L. Kremer Revocable Living Trust U/A DTD 1/27/1998 (1)			1,250			1,250			—			—
Mary Ellen Kremer TTEE Mary Ellen Kremer U/A/ DTD 01/27/1998 (1)			1,500			1,500			—			—
John C. Kunesh & Sarah L. Kunesh (1)			1,210			1,210			—			—
Michael T. Kunesh TTEE Trust Agreement U/A/ DTD 02/10/1995 (1)			2,470			2,470			—			—

LJB Inc. Savings Plan & Trust U/A DTD 1/1/1985 FBO T. Beach - Stephen D. Williams TTEE			730			730			—			—
Raymond W. Lane (1)			2,450			2,450			—			—
Sharon Langer			100			100			—			—
Chritina Laroche			100			100			—			—
Carmen Lazar			100			100			—			—
Edward Lee			100			100			—			—

 

8

---

 

Joann Lefeure			100			100			—			—
Kathryn A. Leeper TTEE Kathryn Ann Leeper Trust U/A DTD 06/29/95 (1)			780			780			—			—
James T. Lehner Charles Schwab & Co Inc. Cust IRA Rollover (1)			2,670			2,670			—			—
Jeffrey Leo			100			100			—			—
Christine F. Lindeman Thomas Charles Schwab & Co Inc. Cust IRA Rollover (1)			1,340			1,340			—			—
Christine F. Lindeman Thomas Revocable Trust UA DTD 08/22/1991 (1)			3,870			3,870			—			—
Salvatore Liotta			100			100			—			—
Michael Lipson & Marilyn E. Lipson (1)			410			410			—			—
Diane Lloyd			100			100			—			—
Ronald Loekaby			100			100			—			—
Marita L. Longo			100			100			—			—
Longview Partners B LP (17)			226,695			226,695			—			—
Robert Lowry IRA (1)			460			460			—			—
Robert W. Lowry (1)			2,630			2,630			—			—
Sharon A. Lowry~IRA~Robert W. Lowry, POA (1)			2,210			2,210			—			—
Loyola University Employee's Retirement Plan Trust (7)			16,000			16,000			—			—
Loyola University of Chicago Endowment Fund (7)			16,900			16,900			—			—
L. Peck & D Vockell & S. Brinn & Otilia Fernandez Pediatrics~PSC 401(k) (1)			1,520			1,520			—			—
Samuel W. Lumby (1)			2,050			2,050			—			—
Michael G. Lunsford Charles Schwab & Co Cust. IRA Rollover (1)			910			910			—			—
Julie Lupoletti			100			100			—			—
David A. Lyons			28,571			28,571			—			—
MA Deep Event LTD (19)			97,500			97,500			—			—
Magnetar Capital Master Fund, Ltd (28)			536,430			536,430			—			—
Raj Maheshwari & Sarita Singh			35,700			35,700			—			—
Robert Majeski			100			100			—			—
William Malphurs			100			100			—			—
Maureen Manola			100			100			—			—
Darryl Marshall-Inman & Jennifer Marshall-Inman			3,125			3,125			—			—
Jean C. Marten (1)			410			410			—			—
Jean C Marten. Charles Schwab & Co Inc. Cust IRA Rollover (1)			970			970			—			—
Scott Martin			100			100			—			—
Michael J. Mathile~Revocable Living Trust DTD 10/03/96 (1)			3,010			3,010			—			—
Glen Matias			100			100			—			—
Barbara B. McCarty (1)			940			940			—			—
Linda McColloch			100			100			—			—
Patrick L. McGohan & Jackie L. McGohan (1)			1,380			1,380			—			—
William McKenzie			100			100			—			—
John O. McManus. ROTH IRA			27,200			27,200			—			—
John O. McManus. SEP IRA			40,800			40,800			—			—
Michael J. McQuiston Charles Schwab & Co Inc. Cust IRA Rollover (1)			1,750			1,750			—			—

Dennis Medo			100			100			—			—
Melchor Capital (31)			50,000			50,000			—			—
Metal Trades (7)			22,400			22,400			—			—
John E. Meyer (1)			64,270			64,270			—			—

 

9

---

 

Patricia Meyer-Dorn Charles Schwab & Co Inc. Cust IRA Contributory (1)			5,170			5,170			—			—
Miami Valley Cardiologists, Inc. Profit Sharing Plan Trust~EBS Equity 100 (1)			13,170			13,170			—			—
Ann K. Miller (1)			9,570			9,570			—			—
Grace G. Miller (1)			960			960			—			—
John J. Miller (1)			940			940			—			—
Minnesota Mining and Manufacturing Company (7)			351,400			351,400			—			—
Beth Mizoras			100			100			—			—
MJJM, LLC (32) #			140,000			140,000			—			—
Robert Montgomery			100			100			—			—
Richard Mowatt			100			100			—			—
Kathleen Murphy			100			100			—			—
Kathleen Murphy			100			100			—			—
Mark Murphy			100			100			—			—
Kenneth Murray			100			100			—			—
Mutual Finances Services Fund (33)			1,600,000			1,600,000			—			—
Neuhauser Capital LLC (34) #			150,000			150,000			—			—
Joyce Newell			100			100			—			—
Peter R. Newman Charles Schwab & Co Inc. Cust IRA Rollover (1)			3,460			3,460			—			—
Matthew Niarhakos			100			100			—			—
Sandra E. Nischwitz (1)			1,730			1,730			—			—
Milo Noble (1)			7,260			7,260			—			—
Melissa Olund			100			100			—			—
Virginia R. O’Neil & Edward J. O’Neil (1)			2,130			2,130			—			—
Richard Oshetoye			100			100			—			—
Aurelia Palcher~ Charles Schwab & Co Inc. Cust Roth Contributory IRA (1)			1,790			1,790			—			—
John E. Palcher Charles Schwab & Co Inc. Cust IRA Rollover (1)			740			740			—			—
Juan M. Palomar Charles Schwab & Co Inc. Cust IRA Rollover (1)			2,150			2,150			—			—
Park West Investors LLC (35)			576,098			576,098			—			—
Park West Partners International, Ltd. (35)			126,592			126,592			—			—
Syreeta Paskett			100			100			—			—
Nayann B Pazyniak Charles Schwab & Co Inc. Cust IRA Rollover (1)			460			460			—			—
Timothy A. Pazyniak & Charles A. Pazyniak Charles Schwab & Co. Inc. IRA Rollover (1)			4,020			4,020			—			—
Shelly Peffers			100			100			—			—
Natividad Pena			100			100			—			—
Peninsula Catalyst Fund, L.P. (36)			192,000			192,000			—			—
Peninsula Catalyst QP Fund, L.P. (36)			408,000			408,000			—			—
Peninsula Fund, L.P. (36)			600,000			600,000			—			—
Jeannine E. Phlipot (1)			1,190			1,190			—			—
Ronald Piply			100			100			—			—
Ronald E. Pipoly, Sr.			5,000			5,000			—			—
Bill Pitt			100			100			—			—
Michael Polachek			1,250			1,250			—			—
Matthew Porter			100			100			—			—
Portside Growth and Opportunity Fund (37) #			193,000			193,000			—			—
Darrell Price			100			100			—			—
Producers-Writers Guild of America (7)			23,400			23,400			—			—
Philip Puckett			100			100			—			—
Patricia Rainey			100			100			—			—

 

10

---

 

Rajnikant Ramji Shah and Dilroza Rajnikant Ramji Shah			25,000			25,000			—			—
Anita L. Rankin TTEE Anita L. Rankin Revocable Trust~U/A DTD 4/28/1995 (1)			540			540			—			—
Daniel J. Roach Charles Schwab & Co Inc. Cust IRA Rollover (1)			560			560			—			—

Carol Robbins			100			100			—			—
Robeco US Premium Equities Fund (EUR) (7)			14,360			14,360			—			—
Robeco US Premium Equities Fund (USD) (7)			58,600			58,600			—			—
Robert G. Schiro 2001 Trust (23)			213,600			213,600			—			—
Cindy Rosado			100			100			—			—
Paul J. Routh Charles Schwab & Co Inc. Cust IRA Contributory (1)			660			660			—			—
Cynthia Rudnickas			100			100			—			—
Christopher M. Ruff Charles Schwab & Co Inc. Cust IRA Rollover (1)			290			290			—			—
Melodee Ruffo			980			980			—			—
Dolores H. Russ TTEE Dolores H. Russ Trust DTD 4/20/2000 (1)			17,770			17,770			—			—
David L. Roer(1)			330			330			—			—
Jennifer A. Roer UTA Charles Schwab & Co. Inc. IRA (1)			510			510			—			—
David Ross TTEE The David Russ Trust U/A DTD 11/04/2000 (1)			1,730			1,730			—			—
Bruce Saulnier			100			100			—			—
Pate N. Saterides			100			100			—			—
Savannah International Longshoremen's Assoc Employers Pension Trust (7)			20,500			20,500			—			—
Michael Saxon			100			100			—			—
Harry Schlachter			100			100			—			—
Phillip Seals			100			100			—			—
Ryan See			100			100			—			—
Martha S. Senkiw TTEE Martha S. Senliw Revocable Living Trust U/A/ DTD 11/02/1998 (1)			690			690			—			—
Peter D. Senkiw~TTEE Peter D. Senkiw Revocable Living Trust U/A/ DTD 11/02/1998 (1)			700			700			—			—
Elizabeth Sexworth IRA			625			625			—			—
Jack Scherer & L. Scherer TTEE Jack R. Scherer Revocable Living Trust UAD 4/3/1997 (1)			2,220			2,220			—			—
Schoenfield & Schoenfield TTEE Angler Construction Company~401(k) Profit Sharing Plan (1)			460			460			—			—
Kimberly M. Shable			100			100			—			—
Sarah Shaffer			100			100			—			—
Marilyn Shy
Henry C. Sibley			100			100			—			—
Sisters of St. Joseph Carondelet (7)			8,600			8,600			—			—
Barbara Slaugenhoup			100			100			—			—
David Slyman Jr.(1)			340			340			—			—
Jacqueline Slyman (1)			2,500			2,500			—			—
Derek Smith			100			100			—			—
Joanetta Smith			100			100			—			—
Cynthia Stamper			100			100			—			—
Peter Nicholas Stathis			14,000			14,000			—			—
Steamfitters (7)			6,000			6,000			—			—
Steamfitters Pension (7)			8,200			8,200			—			—

 

11

---

 

Kevin Stein #			3,500			3,500			—			—
Patricia Stewart			100			100			—			—
Stratford Partners LP (38)			50,000			50,000			—			—
Gloria Stuart			100			100			—			—
Robert N. Sturwold Designated Beneficiary Plan (1)			910			910			—			—
Summer Street Cumberland Investors LLC (18)			94,446			94,446			—			—
Susan Schiro & Peter Manus Foundation (22)			10,500			10,500			—			—
Michael J. Suttman (1)			880			880			—			—

Steven K. Suttman Charles Schwab & Co Inc. Cust IRA Rollover (1)			900			900			—			—
Jennifer Switkowski			100			100			—			—
Lisa M. Szalek			100			100			—			—
N. Tabrah & A. Altman TTEE Obstetrics & Gynecology Inc. Profit Sharing Plan U/A/ DTD 10/1/1980~FBO S. Reddy (1)			710			710			—			—
Michelle L. Tagliamonte Charles Schwab & Co Inc. Cust IRA Rollover (1)			930			930			—			—
Dege Taylor			100			100			—			—
Theresa Thacker			100			100			—			—
The Catalyst Strategic Event Master Fund Ltd (14)			13,895			13,895			—			—
Eli Tissser			100			100			—			—
Gregory J. Thomas TTEE Trust U/A DTD 08/22/91  (1)			770			770			—			—
Debra Thompson			100			100			—			—
Phyllis Thompson			100			100			—			—
William M. Thorton & Carla D. Thornton (1)			2,140			2,140			—			—
Gregory J. Thomas SEP IRA C/O TK Harris Commercial (1)			550			550			—			—
Tivoli Partners LP (39)			71,430			71,430			—			—
TNM Investments LTD (1)			450			450			—			—
Anica Toth			100			100			—			—
Town of Darien Employee Pension (7)			6,885			6,885			—			—
Town of Darien Police Pension (7)			5,945			5,945			—			—
Joann Troiano			100			100			—			—
Stephen Ungar			100			100			—			—
United Capital Management (40)			35,715			35,715			—			—
University of Richmond Endowment Fund (7)			20,600			20,600			—			—
University of Southern California Endowment Fund (7)			46,200			46,200			—			—
Upnorth Investments, Ltd. Trust (1)			19,000			19,000			—			—
Carol Usay			100			100			—			—
Barr Venson			100			100			—			—
Verizon (7)			248,215			248,215			—			—
Verizon VEBA (7)			54,200			54,200			—			—
Philip H. Wagner TTEE Trust U/A Philip H. Wagner Revocable Trust DTD 11/01/2000 (1)			23,250			23,250			—			—
P. Wagner TTEE Philip H. Wagner Trust by~Eloise P. Wagner 12/06/1993 FBO P. Wagner (1)			390			390			—			—
John Walters			100			100			—			—
Charles T. Walsh TTEE The Charles T. Walsh Trust U/A/ DTD 12/06/2000 (1)			3,590			3,590			—			—
John M. Walsh, Jr. Charles Schwab & Co Inc. Cust IRA Rollover (1)			1,390			1,390			—			—
Sheila Watson			100			100			—			—
Maureen D. Weaver Charles Schwab & Co Inc. Cust IRA Rollover (1)			770			770			—			—

 

12

---

 

Allison D. Weiss Irrevocable Trust DTD May 12, 1989 (41)			70,000			70,000			—			—
Michael J. Wenzler (1)			460			460			—			—
Dianne L. Wherry			100			100			—			—
Barbara White			100			100			—			—
Wilbur L. Brown & Evilina A. Brown All Cap Value (1)			3,820			3,820			—			—

Wildlife Conservation Society (7)			11,600			11,600			—			—
Palmer Williams, Jr.			100			100			—			—
Brian Wilmovsky SEP IRA			1,875			1,875			—			—
Leo K. Wingate & Katherine H. Wingate			830			830			—			—
Benny Wong			100			100			—			—
Joseph Wood & Rosemary Wood (1)			1,220			1,220			—			—
Christopher Woodruff			100			100			—			—
Tammy Woody			100			100			—			—
Gary M. Youra Charles Schwab & Co Inc. Cust IRA Rollover (1)			2,960			2,960			—			—
Karen Zell			100			100			—			—

 

---

*	Less than one percent
#	Broker-dealer affiliate

(1)

We have been advised by the selling stockholder that Eubel Brady and Suttman Asset Management, Inc. (“EBS”) have voting and investment power over the shares of common stock. However, the selling stockholder is not precluded from directly exercising voting or dispositive authority over the shares common stock. EBS’ Investment Policy Committee sets investment policy and guidelines. The Research Group acts as the portfolio manager, determining individual security selections for client accounts. The individuals on these committees are: Mark E. Brady (IPC, RG), Ronald L. Bubel (IPC, RG), Robert J. Suttman II (IPC), Bernard J. Hollgreive (IPC, RG), William E. Hazel (IPC), Paul D. Crichioo (IPC, RG), Kenneth E. Leist (IPC, RG) and Aaron Hillman, Research Analyst (RG).

 

(2)	We have been advised by the selling stockholder that Ken Perry has voting and dispositive power over the shares of common stock.

 

(3)	We have been advised by the selling stockholder that Jay Spellman has voting and dispositive power over the shares of common stock.

 

(4)	We have been advised by the selling stockholder that Wellington Management Company, LLP, as investment advisor to the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(5)	We have been advised by the selling stockholder that CastleRock Asset Management, Inc., as investment advisor to the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(6)	We have been advised by the selling stockholder that Raj Iduani, as Manager of the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(7)	We have been advised by the selling stockholder that Boston Partners Asset Management, LLC, acting in its capacity as investment adviser, has voting and dispositive power over the shares of common stock.

 

(8)	We have been advised by the selling stockholder that Bernard Darre, Blair Richardson and Eric Wolt have voting and dispositive power over the shares of common stock.

(9)	We have been advised by the selling stockholder that Burlingame Asset Management, LLC, as general partner and investment manager of the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(10)

We have been advised by the selling stockholder that Canyon Capital Advisor LLC is its investment advisor. The managing partners of the investment advisor are Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner. Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner own all of the ordinary shares of selling stockholder and have voting and dispositive power over the shares of common stock.

 

13

---

 

(11)

We have been advised by the selling stockholders that Canpartners Investments III, L.P. and Canyon Capital Advisors LLC are the controlling entities of the selling stockholder. The general partner of the selling stockholder is Canpartners Investments III, L.P. and the general partner of Canpartners Investments III, L.P. is Canyon Capital Advisors LLC. The managing partners of Canyon Capital Advisors LLC are Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner.

 

(12)	We have been advised by the selling stockholder that CastleRock Management LLC, as general partner and investment advisor to the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(13)	We have been advised by the selling stockholder that Frank Gallagher and Peter Drippe have voting and dispositive power over the shares of common stock. Frank Gallagher and Peter Drippe disclaim beneficial ownership over the shares of common stock.

 

(14)	We have been advised by the selling stockholder that George Karfunkel has voting and dispositive power over the shares of common stock.

 

(15)	We have been advised by the selling stockholder that Ron Coleman and Michelle Coleman, as the trustees of the selling stockholder, have voting and dispositive power over the shares of common stock.

 

(16)	We have been advised by the selling stockholder that Jay Petscheck and Steven Major have voting and dispositive power over the shares of common stock.

 

(17)

We have been advised by the selling stockholder that Cumberland Associates acts as its investment manager. The investment manager has voting and dispositive control over the shares of common stock. The principals of the investment manager are Bruce Wilcox, Andrew Wallach and Brad Gendell. The investment manager, Bruce Wilcox, Andrew Wallach and Brad Gendell disclaim beneficial ownership of the shares of common stock.

 

(18)	We have been advised by the selling stockholder that David Baker has voting and dispositive power over the shares of common stock. The selling stockholder is an affiliate of Deutsche Bank AG London, which has a subsidiary Deutsche Bank Securities, Inc. which is an NASD member.

 

(19)

We have been advised by the selling stockholder that Deephaven Capital Management LLC (“Deephaven”) is registered with the SEC as an investment advisor under the provisions of the Investment Advisors Act of 1940. Deephaven is the investment advisor to the selling stockholder. As investment advisor to the selling stockholder, Deephaven has indirect ownership of the shares of common stock with full voting and dispositive power with respect to the shares of common stock. Deephaven disclaims beneficial ownership of the shares of common stock.

 

(20)	We have been advised by the selling stockholder that Alexander Rutherford has voting and dispositive power over the shares of common stock.

 

(21)	We have been advised by the selling stockholder that Emanuel J. Friedman has voting and dispositive power over the shares of common stock.

 

(22)	We have been advised by the selling stockholder that Robert G. Schiro has voting and dispositive power over the shares of common stock.

 

(23)

We have been advised by the selling stockholder that Fort Mason Capital, LLC, as general partner of the selling stockholder, exercises sole voting and investment authority over the shares of common stock. Mr. Daniel German serves as the sole managing member of Fort Mason Capital, LLC. Fort Mason Capital, LLC and Mr. German each disclaim beneficial ownership of the shares of common stock, except to the extent of its or his pecuniary interest therein, if any.

 

(24)

We have been advised by the selling stockholder that Eric F. Billings, Chairman and CEO, FBR Group, and Richard J. Hendri,x President and COO, FBR Group, have voting and dispositive power over the shares of common stock. Eric F. Billings and Richard J. Hendrix each disclaim beneficial ownership of the shares of common stock. The selling stockholder owns FBR Investment Services, Inc. and owns 70% of FBR & Co., Inc., each of whom are broker-dealers.

 

(25)	We have been advised by the selling stockholder that George A. Weiss, as trustee of the selling stockholder, has voting and dispositive power over the shares of common stock.

 

14

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(26)	We have been advised by the selling stockholder that Highbridge Capital Management has voting and dispositive power over the shares of common stock.

 

(27)	We have been advised by the selling stockholder that Michael Karfunkel has voting and dispositive power over the shares of common stock.

 

(28)	We have been advised by the selling stockholder that George A. Weiss, as general partner of the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(29)	We have been advised by the selling stockholder that Richard J. Johnson and Clasiria M. Johnson, as trustees of the selling stockholder, have voting and dispositive power over the shares of common stock.

 

(30)

We have been advised by the selling stockholder that it is a wholly-owned subsidiary of Polygon Global Opportunities Master Fund (“Master Fund”). Polygon Investment Partners Ltd. and Polygon Investment Partners LP (the “Investment Managers”), Polygon Investments Ltd. (the “Manager”), the Master Fund, Alexander Jackson, Reade Griffin and Paddy Dear share voting and dispositive powers of the common stock held by the selling stockholder. The Investment Managers, the Manager, Alexander Jackson, Reade Griffin and Paddy Dear disclaim beneficial ownership of the shares of common stock held by the selling stockholder.

(31)	We have been advised by the selling stockholder that Gregory L. Melchor has voting and dispositive power over the shares of common stock.

 

(32)	We have been advised by the selling stockholder that Jonathan L. Billings and Elizabeth G. Billings have voting and dispositive power over the shares of common stock.

 

(33)

We have been advised by the selling stockholder the Franklin Mutual Advisers, LLC (“FMA”), an investment advisor registered with the SEC under the Investment Advisers Act of 1940, is the investment advisor to the selling stockholder. Pursuant to an investment advisory agreement with the selling stockholder the Fund has sole voting and investment power over the shares of common stock. Certain of FMA’s executive officers have the power to (i) vote or direct the vote and (ii) dispose or direct the disposition of the shares of common stock. Nome of FMA’s executive officers, nor FMA itself, has any interest in dividends or proceeds from the sale of the shares of common stock and each disclaims beneficial ownership of any of the shares of common stock.

 

(34)	We have been advised by the selling stockholder that  James C. Newhauser, as managing member of the selling stockholder, has voting and dispositive power over the shares of common stock.

 

(35)	We have been advised by the selling stockholder that Peter A. Park has voting and dispositive power over the shares of common stock.

 

(36)	We have been advised by the selling stockholder that Peninsula Capital Management, Inc. has voting and dispositive power over the shares of common stock.

 

(37)

We have been advised by the selling stockholder that Ramius Capital Group, L.L.C. (‘Ramius Capital”) is the investment adviser to the selling stockholder and consequently has voting control and investment discretion over the common stock. Ramius Capital disclaims beneficial ownership of the shares held by the selling stockholder. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffery M. Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any common stock to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares.

 

(38)	We have been advised by the selling stockholder that Chad Comiteau  has voting and dispositive power over the shares of common stock.

 

(39)	We have been advised by the selling stockholder that Peter Kenner has voting and dispositive power over the shares of common stock.

 

(40)	We have been advised by the selling stockholder that James A. Lustig has voting and dispositive power over the shares of common stock.

 

(41)	We have been advised by the selling stockholder the Steven C. Kleinman and David M. Call, as trustees of the selling stockholder, have has voting and dispositive power over the shares of common stock.

 

15

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DESCRIPTION OF CAPITAL STOCK

The following summary is a description of our capital stock.

 

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, $0.01 par value per share. As of August 1, 2007, 59,959,000 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.

 

The following summary of certain provisions of the common stock and preferred stock does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of our amended and restated certificate of incorporation and by the provisions of applicable law.

 

Common Stock

 

Each holder of our common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative voting rights. Subject to preferences to which holders of preferred stock may be entitled, holders of common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See “Dividend Policy.” If there is a liquidation, dissolution or winding up of AmTrust, holders of common stock would be entitled to share in our assets remaining after the payment of liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock. Holders of our common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate in the future.

 

Preferred Stock

 

Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, to issue shares of preferred stock in one or more series without stockholder approval. Each series of preferred stock will have the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as will be determined by the board of directors. The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays and uncertainties associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisition and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or discourage a third party from acquiring, a majority of our outstanding voting stock. Our board of directors may issue preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of our common stock. There are no current agreements or understandings for the issuance of preferred stock and our board of directors has no present intention to issue any shares of preferred stock.

 

Effect of Amended and Restated Certificate of Incorporation and Bylaws

 

Our amended and restated certificate of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.

 

Our amended and restated certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. In addition, our amended and restated certificate of incorporation and bylaws provide that, except as otherwise required by law, special meetings of the stockholders can only be called by a resolution adopted by a majority of our board of directors or by our chief executive officer. Stockholders are not permitted to call a special meeting or require our board of directors to call a special meeting.

 

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before our annual meeting of stockholders, including proposed nominations of persons for election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although the bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of director candidates or proposals regarding other business to come before a special or annual meeting, the bylaws may have the effect of precluding the conduct of proposed business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

 

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Delaware Law

 

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, these provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

 

·

prior to that date, the board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

 

·

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

 

·

on or after the date the business combination is approved by the board and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

 

Section 203 defines a “business combination” to include the following:

 

·

any merger or consolidation involving the corporation and the interested stockholder;

 

·

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

·

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

 

·

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

 

·

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

 

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

 

Limitation of Liability and Indemnification of Directors and Officers

 

As permitted by the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

 

·

any breach of the director’s duty of loyalty to us or our stockholders;

 

17

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·

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

·

any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

 

·

any transaction from which the director derived an improper personal benefit.

 

Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law and we may advance expenses to our directors, officers and employees in connection with a legal proceeding, subject to limited exceptions. As permitted by the Delaware General Corporation Law, our amended and restated certificate of incorporation provides that:

 

·

we shall indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

 

·

we may purchase and maintain insurance on behalf of our current or former directors, officers, employees or agents against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company. The address of the transfer agent and registrar is 59 Maiden Lane, Plaza Level, New York, New York 10038. The transfer agent/registrar is under common control with AmTrust. See “Certain Relationships and Related Transactions.”

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INCORPORATION BY REFERENCE 

We are incorporating by reference into this prospectus the following documents filed with the SEC (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

	·		our annual report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 16, 2007;
	·		our quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 15, 2007;
	·		our Definitive Proxy Statement for our 2007 annual meeting of stockholders, which was filed with the SEC on Schedule 14A on April 25, 2007; and
	·		our current reports on Form 8-K, filed with the SEC on March 23, 2007, 2007, June 11, 2007, June 27, 2007 and July 5, 2007.

Any statement contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The documents incorporated by reference in this prospectus are available from us upon request. We will provide a copy of any and all of the reports or documents that are incorporated by reference in this prospectus to any person, without charge, upon written or oral request. Requests for such copies should be directed to AmTrust Financial Services, Inc., 59 Maiden Lane, 6th Floor, New York, New York 10038, Attention: Corporate Secretary, or (212) 220-7120. These documents are also available on our website at www.amtrustgroup.com.

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25,584,000 Shares

of

Common Stock

Prospectus

__________, 2007

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13.

Other Expenses of Issuance and Distribution

The following is an itemized statement of the amounts of all expenses paid by the registrant in connection with the offering described in the Registration Statement, other than underwriting discounts and commissions:

SEC Registration Fee		$	20,532	*
NASD Filing Fee			19,676
Printing Costs			5,000
Legal Fees and Expenses			200,000
Accounting Fees and Expenses			140,000
Miscellaneous			15,000
Total		$	400,208

 

*	Paid with original filing

 

Item 14.

Indemnification of Directors and Officers

Our amended and restated certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law, (3) under section 174 of the Delaware General Corporate Law (“DGCL”) for unlawful payment of dividends or improper redemption of stock or (4) for any transaction from which the director derived an improper personal benefit. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our charter, will be limited to the fullest extent permitted by the amended DGCL. Our bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

Our charter also contains indemnification rights for our directors and our officers. Specifically, the charter provides that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

 We have obtained directors’ and officers’ insurance to cover our directors, officers and some of our employees for certain liabilities.

 

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We have entered into written indemnification agreements with our directors and executive officers. Under these agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.

The registration rights agreement and purchase agreement we entered into in connection with our earlier financings provide for the indemnification by the investors in those financings of our officers and directors for certain liabilities.

 

Item 15.

Recent Sales of Unregistered Securities

In the past three years, we have issued unregistered securities as described below. Each of the transactions was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof, Regulation D promulgated thereunder, Rule 144A for offerings to Qualified Institutional Buyers, Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701 or Regulation S for offerings of securities outside of the United States. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, such securities were restricted as to transfers and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

 

Stock Options

We issued options to purchase an aggregate of 1,175,000 shares of our common stock effective on the date of closing of the February 2006 private placement. Each of the options has an exercise price of $7.00.

On September 1, 2006, we issued options to purchase 1,208,750 shares of our common stock to certain of employees. Each of the options has an exercise price of $7.50.

On March 8, 2007, our Board of Directors approved grants of options in the amount of 35,000 to certain of our employees. The options have an exercise price of $10.56 per share.

On March 28, 2007, our Board of Directors approved grants of options in the amount of 125,000 to certain of our employees. The options have an exercise price of $10.77 per share.

Restricted Shares

 

On September 1, 2006, we issued 16,000 restricted shares under our 2005 Equity Incentive Plan to certain of our employees.

 

On February 9, 2006 we issued an aggregate 25,568,000 shares of common stock to Freidman, Billings, Ramsey & Co., Inc., as the initial purchaser in a private placement for a price of $6.51 per share and directly to “accredited investors” (as defined in Rule 501 (a) under the Securities Act) for a price of $7.00 per share. The shares purchased by FBR were sold to investors at a price of $7.00 per share in a transaction not requiring registration under the Securities Act. FBR received a placement fee of $0.49 for providing services as a placement agent with respect to the shares sold directly to “accredited investors”. Michael Karfunkel, George Karfunkel and Barry Zyskind purchased through related parties an aggregate of 1,071,429 shares of our common stock in the private placement for a price of $7.00 per share. We did not pay FBR any placement fee with respect to those shares.

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Item 16.

Exhibits and Financial Statement Schedules

 

(a)

Exhibits.

The following is a list of exhibits filed as part of this Post-Effective Amendment No. 1 to Form S-1. Where so indicated, previously filed exhibits are incorporated herein by reference.

Exhibit No.		Description
3.1*		Amended and Restated Certificate of Incorporation of the Company
3.2*		Amended and Restated By-Laws of the Company
4.1*		Form of Common Stock Certificate
4.2*		Indenture, dated as of March 17, 2005, between the Company and Wilmington Trust Company
4.3*		Indenture, dated as of June 15, 2005, between the Company and Wilmington Trust Company
4.4*		Registration Rights Agreement, dated as of February 9, 2006, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.
4.5		Indenture, dated as of July 25, 2006, between Company and Wilmington Trust Company (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (No. 001-33143) filed on March 16, 2007)
5.1*		Opinion of Troutman Sanders LLP
10.1*		2005 Equity Incentive Plan
10.2*		Intercompany Management Agreement, dated as of June 1, 2006, by and among the Company, Technology Insurance Company, Inc., Rochdale Insurance Company, Inc. and Wesco Insurance Company
10.3*		Tax Allocation Agreement, dated as of June 1, 2006, between the Company and Wesco Insurance Company
10.4*		Tax Allocation Agreement for 1998 and for future calendar years, between the Company and Technology Insurance Company
10.5*		Tax Allocation Agreement, dated July 1, 2002, is made for 2002 and future calendar years, between the Company and Rochdale Insurance Company, Inc.
10.6*		Intercompany Reinsurance Agreement, dated June 1, 2006, among the Company, Technology Insurance Company, Rochdale Insurance Company, AmTrust International Insurance Limited and Wesco Insurance Company
10.7*		Employment Agreement, dated as of January 1, 2005, by and between the Company and Barry D. Zyskind (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1
10.8*		Employment Agreement, dated as of January 1, 2005, by and between the Company and Max G. Caviet (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1
10.9*		Employment Agreement, dated as of January 1, 2005, by and between the Company and Christopher M. Longo (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1
10.10*		Employment Agreement, dated as of January 1, 2005, by and between the Company and Ronald E. Pipoly, Jr. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1
10.11*		Employment Agreement, dated as of January 1, 2005, by and between the Company and Michael J. Saxon (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1
10.12*		Form of Indemnification Agreement between the Company and its officers and directors
10.13*		Purchase/Placement Agreement, dated as of February 2, 2006, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.
10.14*		Assurance from the Bermuda Minister of Finance, under the Exempted Undertakings Tax Protection Act 1966, as amended, of Bermuda, to AmTrust International Insurance Ltd.
10.15*		General Agency Agreement, dated as of July 1, 2002, among Technology Insurance Company, Inc. and Rochdale Insurance Company and AmTrust North America, Inc.
10.16*		Stock Purchase Agreement, dated March 9, 2006, between Household Insurance Group Holding Company and the Company
10.17#		Renewal Rights and Asset purchase Agreement, dated as of November 21, 2005, by and among the Company and Alea North America Company and Alea North America Insurance Company
10.18#		Renewal Rights and Asset Purchase Agreement, dated as of May 9, 2006, between Muirfield Underwriters, Ltd. and AmTrust North America, Inc.
10.19*		Lease dated Jun 28, 2002, between 59 Maiden Lane Associates, LLC and the Company
10.20*		First Lease Modification Agreement, dated as of February 1, 2005, by and between 59 Maiden Lane Associates, LLC and the Company
10.21*		Form of Letter Agreement between the Company and Diversified Construction Management, LLC
10.22*		Transfer Agency and Registrar Services Agreement dated as of February 3, 2006 by and between the Company and American Stock Transfer & Trust Company
16.1*		Letter from Berenson LLP
21.1*		List of subsidiaries of the Company
23.1		Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm relating to the Financial Statements of the Company
23.2		Consent of J. H. Cohn LLP (Successor to Berenson LLP), Independent Registered Public Accounting Firm relating to the Financial Statements of the Company

 

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23.3		Consent of SG Risk LLC
23.4*		Consent of Troutman Sanders LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (set forth on the signature page to this registration statement)

 

*	Previously filed.

 

#	Confidential Treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

 

(b)	Financial Statement Schedules

All schedules have been omitted because they are not required, are not applicable, or the information is included in the Financial Statements or Notes thereto.

Item 17.

Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 2, 2007.

 

	AMTRUST FINANCIAL SERVICES, INC.
	By:	/s/ Barry D. Zyskind
		Barry D. Zyskind President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on August 2, 2007 in the capacities indicated:

Signature		Title		Date
/s/ Barry D. Zyskind		Chief Executive Officer, President and Director		August 2, 2007
Barry D. Zyskind		(Principal Executive Officer)
/s/ Ronald E. Pipoly, Jr.		Chief Financial Officer		August 2, 2007
Ronald E. Pipoly, Jr.		(Principal Financial and Accounting Officer)
*		Chairman of the Board		August 2, 2007
Michael Karfunkel
*		Director		August 2, 2007
George Karfunkel
*		Director		August 2, 2007
Donald T. DeCarlo
*		Director		August 2, 2007
Abraham Gulkowitz
*		Director		August 2, 2007
Isaac M. Neuberger
*		Director		August 2, 2007
Jay J. Miller
/s/ Ronald E. Pipoly, Jr.				August 2, 2007
*  Signed by Ronald E. Pipoly, Jr. as attorney-in-fact

 

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