UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Real Estate Income Fund Inc.
-----------------------------------------------------------------
-------
(Name of Issuer)
Common Stock, par value $0.001 per share
-----------------------------------------------------------------
-------
(Title of Class of Securities)
755881109
-----------------------------------------------------------------
-------
(CUSIP Number)
Arthur D. Lipson
Western Investment L L C
2855 East Cottonwood Parkway, Ste. 110
Salt Lake City, UT 84121
-----------------------------------------------------------------
-------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2006
-----------------------------------------------------------------
-------
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 755881109
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 652,700 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 652,700 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 652,700 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 653,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 653,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 653,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 326,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 326,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 326,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 326,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 326,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 326,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 77,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 77,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 77,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 386,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 386,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 386,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARADIGM PARTNERS, N.W., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
NUMBER OF 7 SOLE VOTING POWER
SHARES 77,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 77,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 77,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL DUNMIRE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 386,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 386,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 386,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
IN
The following constitutes Amendment No. 3 ("Amendment No. 4") to the
Schedule 13D filed by the undersigned. This Amendment No. 4 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
ITEM 2: IDENTITY AND BACKGROUND
(a) This statement is filed by Western Investment LLC, a Delaware
limited liability company ("WILLC"), Arthur D. Lipson, Western
Investment Hedged Partners L.P., a Delaware limited partnership ("WIHP"),
Western Investment Activism Partners LLC, a Delaware limited liability
company ("WIAP"), Benchmark Plus Institutional Partners, L.L.C., a Delaware
limited liability company ("BPIP"), Benchmark Plus Management, L.L.C., a
Delaware limited liability company ("BPM"), Benchmark Plus Partners, L.L.C,
a Delaware limited liability company ("BPP"), Paradigm Partners, N.W., Inc.,
a Washington corporation ("PPNW"), Scott Franzblau, Robert Ferguson and
Michael Dunmire. Each of the foregoing is referred to as a "Reporting Person"
and collectively as the "Reporting Persons." Each of WILLC, Mr. Lipson, WIHP,
and WIAP disclaim beneficial ownership of the Shares held by BPIP, BPM, BPP,
PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire. Each of BPIP, BPM, BPP,
PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire disclaim beneficial
ownership of the Shares held by WILLC, Mr. Lipson, WIHP and WIAP.
WILLC has sole voting and investment power over WIHP's and WIAP's security
holdings and Mr. Lipson, in his role as the managing member of WILLC, controls
WILLC's voting and investment decisions. BPM is the managing member of BPIP
and Messrs. Franzblau, Ferguson and Dunmire in their role as managing members
of BPM, have sole voting and investment control over BPIP's security holdings.
PPNW is the managing member of BPP and Messrs. Ferguson and Dunmire, in their
role as officers of BPP, have sole voting and investment control over BPP's
security holdings. Neither WILLC, Mr. Lipson, WIHP nor WIAP has voting or
dispositive control over the Shares held by BPIP, BPM, BPP, PPNW, Mr. Franzblau,
Mr. Ferguson and Mr. Dunmire. Neither BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr.
Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held
by WILLC, Mr. Lipson, WIHP and WIAP.
(b) The principal business address of WILLC, Mr. Lipson, WIHP and WIAP is 2855
East Cottonwood Parkway, Suite 110, Salt Lake City, Utah 84121.
The principal business address of BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr.
Ferguson and Mr. Dunmire is 820 A Street, Suite 700, Tacoma, WA 98402.
(c) The principal business of WILLC is acting as the general partner and
managing member, as the case may be, of WIHP and WIAP. The principal
occupation of Mr. Lipson is acting as managing member of WILLC. The principal
business of WIHP and WIAP is the business of acquiring, holding and disposing
of investments in various companies.
The principal business of BPIP is the business of acquiring, holding and
disposing of investments in various companies. The principal business of BPM is
acting as the managing member of BPIP.
The principal business of BPP is the business of acquiring, holding and
disposing of investments in various companies. The principal business of
PPNW is acting as the managing member of BPP.
The principal occupation of Scott Franzblau is acting as a managing member of
BPM. The principal occupation of Robert Ferguson is acting as a managing
member of BPM and as the President and Director of PPNW. The principal
occupation of Michael Dunmire is acting as a managing member of BPM and as the
Chairman of the Board of PPNW.
(d) No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, 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.
(f) Messrs. Lipson, Franzblau, Ferguson and Dunmire are citizens of the United
States of America.
Item 3 is hereby amended and restated as follows:
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 652,700 Shares beneficially owned by
WILLC is approximately $12,314,683. The Shares beneficially owned by WILLC
were acquired with the working capital of each of WIHP and WIAP. The
aggregate purchase price of the 308,700 Shares beneficially owned by BPM is
approximately $5,647,230. The Shares beneficially owned by BPM were acquired
with the working capital of BPIP. The aggregate purchase price of the 77,500
Shares beneficially owned by PPNW is approximately $1,435,183. The Shares
beneficially owned by PPNW were acquired with the working capital of BPP.
The aggregate purchase price of the 1,000 additional Shares owned by Mr.
Lipson is approximately $18,610. The Shares owned by Mr. Lipson were
acquired with personal funds.
ITEM 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named
herein is based upon 11,069,242.453 Shares outstanding as of February 28,
2006, as reported in the Issuer's Form DEF 14A filed with the Securities
and Exchange Commission on March 14, 2006. An affiliate of WILLC, Western
Investment Institutional Partners LLC (WIIP), acquired shares of RIT prior
to 09/24/2005, and on 04/10/2006, sold all shares to WIHP and WIAP, as noted
in Schedule A.
As of the close of business on May 17, 2006, WIHP, WIAP, BPIP, and BPP
beneficially owned 326,500, 326,200, 308,700, and 77,500 Shares,
respectively, representing 3.0%, 2.9%, 2.8%, and 0.7%, respectively, of the
Shares outstanding. As the general partner or managing member, as the case
may be, of WIHP and WIAP, WILLC may be deemed to beneficially own the
652,700 Shares, constituting approximately 5.9% of the Shares outstanding.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially
own the 652,700 Shares beneficially owned by WILLC, in addition to the 1,000
Shares personally owned by Mr. Lipson, constituting approximately 5.9% of
the Shares outstanding.
As the managing member of BPIP, BPM may be deemed to beneficially own the
308,700 Shares beneficially owned by BPIP, constituting approximately 2.8%
of the Shares outstanding. As the managing members of BPM, Messrs. Franzblau,
Ferguson and Dunmire may be deemed to beneficially own the 308,700 Shares
owned by BPM. As the managing member of BPP, PPNW may be deemed to
beneficially own the 77,500 Shares beneficially owned by BPP, constituting
approximately 0.7% of the Shares outstanding. As the officers of PPNW,
Messrs. Ferguson and Dunmire may be deemed to beneficially own the 77,500
Shares beneficially owned by PPNW.
ITEM 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions by the Reporting Persons
in the Issuer's Common Stock effected since the filing of Amendment No. 3
to Schedule 13D. All of such transactions were effected in the open market.
SIGNATURES
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.
Date: May 18, 2006
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
___________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
By: /s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.,
its Managing Member
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
PARADIGM PARTNERS, N.W. INC.
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
SCHEDULE A
Transaction Code Quantity Trade Date Price
WIHP Buy* 92,100 04/10/2006 $19.2507
Buy 6,600 04/12/2006 $18.8700
Buy 2,400 04/13/2006 $18.6350
Buy 7,400 04/17/2006 $18.6331
Buy 2,100 04/24/2006 $19.0476
Buy 200 05/03/2006 $18.7029
Buy 18,600 05/12/2006 $18.4301
Buy 12,200 05/15/2006 $18.5089
Buy 1,000 05/15/2006 $18.5850
Buy 2,300 05/16/2006 $18.5902
Buy 35,000 05/17/2006 $18.3555
WIIP Sell* 25,800 04/10/2006 $19.1521
Sell* 9,600 04/10/2006 $19.2458
Sell* 148,800 04/10/2006 $19.2509
WIAP Buy 200 02/10/2006 $18.7300
Buy 3,600 02/13/2006 $18.7228
Buy 2,200 02/16/2006 $18.9600
Buy 500 02/17/2006 $19.1220
Buy 2,900 02/21/2006 $19.2138
Buy 3,500 02/21/2006 $19.1179
Buy 1,300 03/22/2006 $19.7400
Buy 3,800 03/23/2006 $19.7942
Buy 3,100 03/24/2006 $19.7097
Buy 1,000 03/29/2006 $19.9600
Buy 1,300 03/31/2006 $19.8269
Buy 2,800 04/05/2006 $19.4964
Buy 700 04/07/2006 $19.1429
Buy* 92,100 04/10/2006 $19.2507
BPP Buy 2,300 02/07/2006 $18.7793
Buy 3,500 02/07/2006 $18.7363
Buy 3,800 02/09/2006 $18.7489
Buy 5,100 05/17/2006 $18.3571
BPIP NONE
WILLC NONE
BPM NONE
PPNW NONE
Mr. Lipson NONE
Mr. Franzblau NONE
Mr. Dunmire NONE
Mr. Ferguson NONE
* The transactions on 04/10/2006 were cross trades between affiliates.