UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. __)
______________________________
JMP Group
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
46629U107
(CUSIP
Number)
Janet
L. Tarkoff
Managing
Director and Chief Legal Officer
JMP
Group Inc.
600
Montgomery Street, Suite 1100
San
Francisco, CA 94111
January 5,
2009
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purposes 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.
CUSIP No.
46629U107
|
1)
|
Names
of reporting persons.
I.R.S.
Identification Nos. of Above Persons (entities only)
Joseph
A. Jolson
|
2)
|
Check
the appropriate box if a member of a group (see
instructions)
|
|
(a)
o
|
|
(b)
o
|
3)
|
SEC
Use Only
|
4)
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Source
of Funds
PF
|
5)
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e).
o
|
6)
|
Citizenship
or Place of Organization
USA
|
Number
of
shares
beneficially
owned
by
Each
Reporting
Person
with:
|
7)
|
Sole
Voting Power:
3,227,375
(a)
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8)
|
Shared
Voting Power:
|
9)
|
Sole
Dispositive Power:
3,227,375
(a)
|
10)
|
Shared
Dispositive
Power:
|
11)
|
Aggregate
amount beneficially owned by each reporting person
3,277,987
(a)(b)
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12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions)
o
|
13)
|
Percent
of class represented by amount in Row 11
16.0
% (a)(b)
|
14)
|
Type
of reporting person (see instructions)
IN
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(a)
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As
of February 16, 2009, Mr. Jolson’s beneficial ownership includes (i)
2,233,597 shares of common stock owned by the Joseph A. Jolson 1996 Trust
dtd 3/7/96, of which Mr. Jolson is a trustee; (ii) 631,328 shares of
common stock owned by Joseph A. Jolson 1991 Trust, of which Mr. Jolson is
the trustee; (iii) 176,450 shares of common stock owned by him
directly; (iv) 111,000 vested and unexercised stock options owned by
him directly and (v) 75,000 shares owned by the Jolson Family Foundation
for which he has the power of direct
investments.
|
(b)
|
Although
included in the number reported, Mr. Jolson disclaims beneficial ownership
of (i) 75,000 shares of common stock owned by The Jolson Family
Foundation; (ii) 20,245 shares of common stock owned by the Jolson 2004
Trust FBO Samantha Rohan Jolson for the benefit of Mr. Jolson’s daughter;
and (iii) 30,367 shares of common stock owned by the Jolson 2005 Trust FBO
Jolson Children for the benefit of Mr. Jolson’s
children.
|
*Note: Mr.
Jolson previously reported his beneficial ownership on Schedule 13G pursuant to
the provisions of the Rule 13d-1(d) under the Act.
ITEM
1.
Security and
Issuer.
This statement on Schedule 13D (this
“Statement”) relates to the common stock, par value $0.001 per share (the
“Common Stock”), of JMP Group Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive office of the
Issuer is 600 Montgomery Street, Suite 1100, San Francisco,
CA 94111.
ITEM
2.
Identity and
Background.
(a)-(c)
|
This
Statement is filed by Joseph A. Jolson (the “Reporting Person”), with a
business address at 600 Montgomery Street, Suite 1100, San Francisco,
CA 94111 and who is the Chairman and Chief Executive Officer of
the Issuer.
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(d)
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During
the last five years, the Reporting Person has not been convicted in a
criminal proceeding.
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(e)
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During
the last five years, the Reporting Person has not been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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(f)
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The
Reporting Person is a United States
citizen.
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ITEM
3.
Source and Amount
of Funds or Other Consideration.
From
December 31, 2007 to March 2, 2009, the Joseph A. Jolson Trust dtd 6/4/91, of
which the Reporting Person is the trustee, purchased an aggregate of 431,328
shares of Common Stock of the Company in open market purchases, as to which the
Reporting Person has sole voting and sole dispositive power.
The total
amount of funds used to purchase such shares of Common Stock was $1,888,248.38.
Such funds were provided by the personal funds of the Reporting
Person.
On
December 20, 2008, the Reporting Person acquired beneficial ownership of 37,000
shares of Common Stock through the vesting of 37,000 stock options granted under
the 2004 JMP Group LLC Equity Incentive Plan. On December 22, 2008,
the Reporting Person acquired 146,250 shares of Common Stock as the result of
the acceleration of vesting of certain restricted stock units (“RSUs”) granted
under the Company’s 2007 Equity Incentive Plan.
All other
outstanding shares of Common Stock, other than 30,200 shares purchased
directly in the open market in August and November 2007, beneficially owned by
the Reporting Person were acquired by the Reporting Person prior to the initial
public offering of the Company's Common Stock in May 2007.
ITEM
4.
Purpose of
Transaction
.
On
December 4, 2008 Reporting Person and Issuer announced the
adoption of a trading plan in accordance
with Rule 10b5-1 of the
Securities
Exchange Act
of 1934, as amended, (the “Exchange
Act”)
to purchase shares of
Common Stock of the Issuer on behalf of Joseph A. Jolson 1991 Trust dtd 6/4/91,
of which the Reporting Person i
s the trustee,
from time to time
subject to the specified
criteria
.
On
December 22, 2008
the Compensation
Committee of the Board of Directors (the "Committee") of
the Issuer
approved amendments to certain
restricted stock units ("RSUs") that were granted in 2007 and 2008 to employees
of the
Issuer
, including
the Reporting Person
, under the
Issuer’s
2007 Eq
uity Incentive Plan
. In particular
,
the Committee approved the immediate
acceleration of the vesting of
such RSUs, including 146,250 RSUs of the
Reporting Person. The Reporting Person has acquired the shares for
investment purposes.
The
Reporting Person will review from time to time various factors relevant to his
beneficial ownership of the Company’s securities, including trading prices for
the Company’s Common Stock and conditions in capital markets generally,
developments in the Company’s business and financial condition, results of
operations and prospects and other factors and may, from time to time, dispose
of some or all of the Company’s Common Stock that he beneficially holds, or
acquire additional securities of the Company, in privately negotiated
transactions, open market sales or purchases, or otherwise. The
Reporting Person has in the past acquired, and may in the future acquire,
Restricted Stock Awards, Restricted Stock Units, stock options or other
rights to acquire securities of the Company in the ordinary course of business
in connection with his service as an executive officer of the
Company.
(a)
|
The Reporting Person adopted a
prearranged trading plan to purchase Common Stock of the Issuer in
accordance with Rule 10b5-1 of the Exchange Act (the
“Plan”).
The
P
lan specifies the timing and
market prices for the
purchases
, subject to the terms and
conditions of the Plan.
The Reporting Person
has
no control over the timing of the
stock purchases under the Plan. The Plan is scheduled to terminate on May
15, 2009 unless earlier terminated or amended by Reporting
Person.
|
Other
than set forth above and in his capacity as Chairman and Chief Executive Officer
of the Company, the Reporting Person does not presently have any plans or
proposals which would relate to or result in any of the matters set forth in
subparagraphs (b) – (j) of Item 4 of Schedule 13D.
ITEM
5.
Interest in
Securities of the Issuer
.
(a)
|
As
of December 31, 2008, there were 20,470,125 shares of Common Stock issued
and outstanding. As of February 23, 2009, the Reporting Person
is the beneficial owner of 3,277,987 shares of Common Stock, which
represents 16.0% of the outstanding shares of Common
Stock. Such amount includes (i) 2,233,597 shares of common
stock owned by the Joseph A. Jolson 1996 Trust dtd 3/7/96, of which Mr.
Jolson is a trustee; (ii) 631,328 shares of common stock owned by Joseph
A. Jolson 1991 Trust, of which Mr. Jolson is the trustee; (iii) 176,450
shares of common stock owned by him directly; (iv) 111,000 vested and
unexercised stock options and (v) 75,000 shares of common stock
owned by The Jolson Family Foundation for which he has the power to
direct investments. Although included in the number reported,
Mr. Jolson disclaims beneficial ownership of (i) 75,000 shares of common
stock owned by The Jolson Family Foundation; (ii) 20,245 shares of common
stock owned by the Jolson 2004 Trust FBO Samantha Rohan Jolson for the
benefit of Mr. Jolson’s daughter; and (iii) 30,367 shares of common stock
owned by the Jolson 2005 Trust FBO Jolson Children for the benefit of Mr.
Jolson’s children.
|
Excluded
from the Reporting Person’s beneficial ownership are: (i) an award of 42,500
RSUs granted under the Company’s 2007 Equity Incentive Plan, of which 25% will
vest on May 10, 2009, 35% will vest on May 10, 2010, and 40% will vest on May
10, 2011; (ii) 37,000 unexercisable stock options granted under the 2004 JMP
Group LLC Equity Incentive Plan, which will vest on December 20, 2009; and (iii)
an award of 95,000 RSUs granted under the Company’s 2007 Equity Incentive Plan,
of which 100% will vest on February 5, 2013.
(b)
|
The
information on the cover page of this Schedule is incorporated herein by
reference.
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(c)
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On
December 20, 2008, the Reporting Person acquired beneficial ownership of
37,000 shares of Common Stock through the vesting of 37,000 stock options
granted under the 2004 JMP Group LLC Equity Incentive Plan. On
December 22, 2008, the Reporting Person acquired 146,250 shares of Common
Stock as the result of the acceleration of vesting of certain RSUs granted
under the Company’s 2007 Equity Incentive
Plan.
|
The
following table includes all transactions effected on the open market within
sixty days of March 2, 2009 on behalf of the Joseph A. Jolson Trust dtd 6/4/91
pursuant to a
trading plan to
purchase Common Stock of the Issuer in accordance with Rule 10b5-1 of the
Exchange Act:
Date
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|
Shares
|
|
Price
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12/15/2008
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1,200
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$ 4.30
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12/16/2008
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1,000
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$ 4.29
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12/17/2008
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2,200
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$ 4.27
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12/18/2008
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3,400
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$ 4.30
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12/19/2008
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4,460
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$ 4.47
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12/22/2008
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7,735
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$ 4.74
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12/23/2008
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3,000
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$ 4.77
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12/26/2008
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500
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$ 5.00
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1/5/2009
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10,000
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$ 4.86
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1/6/2009
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2,600
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$ 4.95
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1/7/2009
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1,900
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$ 4.82
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1/12/2009
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10,000
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$ 5.00
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1/13/2009
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1,815
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$ 4.93
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1/14/2009
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6,000
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$ 4.92
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1/15/2009
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6,100
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$ 4.92
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1/16/2009
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10,000
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$ 4.95
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1/20/2009
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4,500
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$ 4.88
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1/21/2009
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3,200
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$ 4.93
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1/22/2009
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6,600
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$ 4.96
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1/23/2009
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2,500
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$ 4.97
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1/30/2009
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1,000
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$ 5.00
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2/9/2009
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7,600
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$ 5.00
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2/10/2009
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10,000
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$ 4.59
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2/11/2009
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10,000
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$ 4.89
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2/12/2009
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8,100
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$ 4.85
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2/13/2009
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10,000
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$ 4.71
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2/17/2009
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700
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$ 4.79
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2/18/2009
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10,000
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$ 4.89
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2/19/2009
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300
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$ 4.78
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2/20/2009
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4,800
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$ 4.40
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2/23/2009
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10,000
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$ 4.50
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2/24/2009
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|
10,000
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|
$
4.58
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2/25/2009
|
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7,500
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$ 4.80
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2/26/2009
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10,000
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$ 4.79
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2/27/2009
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8,000
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$ 4.96
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3/2/2009
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10,000
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$ 4.97
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ITEM 6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
The
Reporting Person is the Chairman of the board of directors and Chief Executive
Officer of the Issuer.
ITEM
7.
Material to be
filed as Exhibits
N.A.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date: March
10, 2009
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By:
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/s/ Joseph
A. Jolson
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Name:
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Joseph
A. Jolson
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Title:
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Chairman
and Chief Executive Officer
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