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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
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Tween
Brands, Inc. (TWB)
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(Name
of Issuer)
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Common
Stock, par value $.01 per share
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(Title
of Class of Securities)
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901166108
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(CUSIP
Number)
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November
27, 2007
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No
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901166108
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Defiance
Asset Management, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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1,382,649
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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1,382,649
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,382,649
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA;
OO
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CUSIP
No
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901166108
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert
J. Marcin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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1,382,649
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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1,382,649
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,382,649
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No
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901166108
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steve
Epstein
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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1,382,649
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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1,382,649
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,382,649
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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|||||||||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item
1.
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(a).
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Name
of Issuer:
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Tween
Brands, Inc. (TWB)
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(b).
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Address
of Issuer's Principal Executive Offices:
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8323
Walton Parkway
New
Albany, Ohio 43054
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Item
2.
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(a).
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Name
of Person Filing:
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Defiance
Asset Management, LLC
Robert
J. Marcin
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Steve
Epstein
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(b).
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Address
of Principal Business Office, or if None, Residence:
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Defiance
Asset Management, LLC
100
Front Street
Suite
920
West
Conshohocken, PA 19428
United
States of America
Robert
J. Marcin
c/o
Defiance Asset Management, LLC
100
Front Street
Suite
920
West
Conshohocken, PA 19428
United
States of America
Steve
Epstein
c/o
Defiance Asset Management, LLC
100
Front Street
Suite
920
West
Conshohocken, PA 19428
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United
States of America
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(c).
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Citizenship:
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Defiance
Asset Management, LLC – Delaware
Robert
J. Marcin – United States
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Steve
Epstein – United States
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(d).
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Title
of Class of Securities:
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Common
Stock, par value $.01 per share
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(e).
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CUSIP
Number:
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901166108
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Item
3.
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If
This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78c).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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Group,
in accordance with
s.240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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Defiance
Asset Management, LLC: 1,382,649
Robert
J. Marcin: 1,382,649
Steve
Epstein: 1,382,649
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(b)
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Percent
of class:
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Defiance
Asset Management, LLC: 5.6%
Robert
J. Marcin: 5.6%
Steve
Epstein: 5.6%
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(c)
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Number
of shares as to which Defiance Asset Management, LLC
has:
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(i)
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Sole
power to vote or to direct the vote
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,
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(ii)
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Shared
power to vote or to direct the vote
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1,382,649
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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1,382,649
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Number
of shares as to which Robert J. Marcin has:
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(i)
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Sole
power to vote or to direct the vote
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,
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(ii)
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Shared
power to vote or to direct the vote
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1,382,649
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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1,382,649
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Number
of shares as to which Steve Epstein has:
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(i)
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Sole
power to vote or to direct the vote
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,
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(ii)
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Shared
power to vote or to direct the vote
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1,382,649
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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1,382,649
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.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_].
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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March
3, 2008
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Date
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DEFIANCE
ASSET MANAGEMENT, LLC*
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By: /s/
Robert J. Marcin
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Name:
Robert J. Marcin
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Title:
Principal of Defiance Asset Management, LLC
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ROBERT
J. MARCIN*
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/s/
Robert J. Marcin
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STEVE
EPSTEIN*
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/s/
Steve Epstein
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