UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Blair Corporation
---------------------------
(Name of Issuer)
Common Stock, Without Nominal or Par Value
------------------------------------------
(Title of Class of Securities)
092828102
---------
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd.
Wilkes Barre, Pennsylvania 18702
(570) 822-6277
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 19,2007
----------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: |_|
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
U.S.
7 SOLE VOTING POWER
196,800
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 196,800
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Management, Inc.
Federal Identification No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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
U.S. Nevada
7 SOLE VOTING POWER
42,200
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 42,200
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Itme 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holtzman Opportunity Fund, L.P. 20-2923350
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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
U.S. Nevada
7 SOLE VOTING POWER
76,300
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 76,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SH Independence, LLC 20-2923276
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
76,300
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 76,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 092828102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holtzman Financial Advisors, LLC 20-0236486
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
76,300
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 76,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is
the common stock (the "Common Stock") of Blair Corporation (the
"Issuer"). The principal executive offices of the Issuer are located at
220 Hickory Street, Warren, PA, 16366.
Item 2. Identity and Background.
I. Item 2 (a) - (c), (f) This Schedule 13D is being filed jointly
by the Reporting Persons.
Jewelcor Management, Inc. ("JMI") is a Nevada corporation which is
primarily involved in investment and management services. The address of the
principal business and principal offices of JMI is 100 N. Wilkes Barre Blvd.,
Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI and their
principal occupations and business addresses are set forth on Schedule I
attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief
Executive and President of JMI, has sole voting and dispositive power with
respect to the shares of Common Stock held by JMI.
JMI is a wholly owned subsidiary of Jewelcor Incorporated, a
Pennsylvania corporation ("Jewelcor"), which manages commercial real
estate. The address of the principal business and principal offices of Jewelcor
is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and
directors of Jewelcor and their principal occupations and business addresses are
set forth on Schedule II attached to this Schedule 13D.
Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a
Delaware corporation ("SHI"), which acts as a holding company. The address of
the principal business and principal offices of SHI is 100 N. Wilkes Barre
Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI
and their principal occupations and business addresses are set forth on
Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn
Holtzman, his wife,own, as tenants by the entirety, a controlling interest
in SHI.
Holtzman Opportunity Fund, L.P. ("Opportunity") is a Nevada limited
partnership which is primarily involved in acquiring, holding and
disposing of investments in various companies. The address of the
principal business and principal offices of Opportunity is 100 N.
Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702.
The general partner of Opportunity is Holtzman Financial Advisors,
LLC ("Advisors"), a Nevada limited liability company which is
primarily involved in managing Opportunity's affairs and assets.
The address of the principal business and principal offices of
Advisors is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre,
Pennsylvania 18702.
The Managing Member of Advisors is SH Independence, LLC ("Independence"),
a Nevada limited liability company which is involved in serving as
the Managing Member of Advisors. The address of the principal business
and principal offices of Independence is 100 N. Wilkes Barre Blvd., 4th
Floor, Wilkes Barre, Pennsylvania 18702.
The sole member of Independence is Seymour Holtzman, a United States
citizen whose business address is 100 N. Wilkes Barre Blvd., 4th Floor,
Wilkes Barre, Pennsylvania 18702. Mr. Holtzman's principal occupation
is serving as Chairman of the Board of Casual Male Retail Group, Inc.
and Co-Chairman of the Board for George Foreman Enterprises, Inc. He
also serves as Chairman of Web.com, Inc., an online marketing services
company, and Chairman and Chief Executive Officer of each of Jewelcor
Management, Inc., C.D. Peacock, Inc., a Chicago retail jewelry
establishment, and S.A. Peck & Company, a Chicago based retail and mail
order jewelry company.
Evelyn Holtzman is a United States citizen whose business address is
100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.
(d-e) During the last five years none of Jewelcor Management, Inc.,
Jewelcor Incorporated, S.H. Holdings, Inc., Holtzman Opportunity Fund,
L.P., Holtzman Financial Advisors, LLC, SH Independence, LLC, Mr.
Holtzman and Mrs.Holtzman, or, to the best of their knowledge, any
person listed in Schedules I, II, and III attached hereto, (i) has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a 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.
Item 3. Source and Amount of Funds or Other Consideration.
The purchases of 42,200 shares of Common Stock by JMI were made
in the open market and were funded by working capital, which may, at any
given time, include margin loans made by its brokerage firms, National
Financial Services and/or Spear, Leeds & Kellog, in the ordinary
course of business. The amount of funds expended by JMI for such purchases
(including brokerage commissions and related fees) was approximately
$1,588,998.00.
The purchases of 78,300 shares of Common Stock by Seymour and Evelyn Holtzman
were made in the open market and were funded by personal funds, which may,
at any given time, include margin loans made by their brokerage firms, National
Financial Services and/or Spear, Leeds & Kellog, in the ordinary
course of business. The amount of funds expended by for such purchases
(including brokerage commissions and related fees) was approximately
$2,496,639.00.
The purchases of 76,300 shares of Common Stock by Holtzman Opportunity
Fund, L.P.were made in the open market and were funded by working capital,
which may, at any given time, include margin loans made by its brokerage
firm Spear, Leeds & Kellog, in the ordinary course of business. The amount
of funds expended by for such purchases (including brokerage commissions
and related fees) was approximately $2,281,303.00.
Item 4. Purpose of Transaction.
The shares of common stock covered by this Statement were acquired
for the purpose of investment. The Reporting Persons filing this
Statement may decide, jointly or individually, to purchase additional
shares of the Common Stock or other securities of the Issuer.
In addition the Reporting Persons, jointly or individually, may
dispose of any or all securities of the Issuer in any manner permitted
by applicable securities laws.
Mr. Holtzman, as a representative of the Reporting Persons, may
attempt to meet with the Board of Directors of the Issuer and the
Issuer's management to discuss ways to maximize shareholder value.
Any such discussion may include conducting a comprehensive review
and analysis of the potential value that could be achieved from a
potential sale to another institution.
Mr. Holtzman advised the Issuer that it is currently intended, that shares
benefically owned by the Reporting Persons would be voted against
Appleseed's Topco, Inc.'s acquisition of the Issuer at the price of $42.50
per share. Additional, Mr. Holtzman requested a shareholder list from the
Issuer so he may communicate with stockholders of the Issuer regarding the
proposed merger.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of Janaury 19, 2007, the Reporting Persons owned
an aggregate of 196,800 shares of Common Stock, representing approximately
5.1% of the outstanding shares of Common Stock based upon the 3,839,388
shares of Common Stock reported by the Issuer to be outstanding as of
November 3, 2006 in its Form 10-Q filed with the SEC on November 9, 2006
for the period ending September 30, 2006.
The schedule attached as Exhibit 1 describes transactions in
the Common Stock effected by the Reporting Persons during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements or understandings among the
Reporting Persons, or between any Reporting Person and any other person, with
respect to the securities of the Issuer.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits,"
Exhibit 1. Transactions in the Common stock of the
Issuer during the past 90 days.
Exhibit 2. Press Release dated Janaury 25, 2007
Exhibit 99.1. Joint filing agreement of all parties.
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: January 25, 2007
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
JEWELCOR INCORPORATED
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
Holtzman Opportunity Fund, L.P.
By: Holtzman Financial Advisors, LLC,its
General Partner
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Manager
Holtzman Financial Advisors, LLC
By: SH Independence, LLC its Managing Member
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Manger
SH Independence, LLC
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: Managing Member
/s/ Seymour Holtzman
-------------------------------
Seymour Holtzman
/s/ Evelyn Holtzman
-------------------------------
Evelyn Holtzman
Schedule I
Directors and Officers of Jewelcor Management, Inc.(A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director Consultant to 100 North Wilkes Barre Blvd.
Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule II
Directors and Officers of Jewelcor Incorporated (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director, Consultant to 100 North Wilkes Barre Blvd.
Vice President and Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule III
Directors and Officers of SH Holdings, Inc. (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd.
Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.