|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended and restated to read as follows:
|
|
(a)
|
This statement is filed by:
|
|
|
(i)
|
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”);
|
|
|
(ii)
|
Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”);
|
|
|
(iii)
|
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”);
|
|
|
(iv)
|
Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”);
|
|
|
(v)
|
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”);
|
|
|
(vi)
|
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), which serves as the sole shareholder of Navigation Master Fund;
|
|
|
(vii)
|
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), which serves as the investment advisor of Enterprise Master Fund, RCG PB and Navigation Master Fund, the managing member or ROIL and the general partner of COIL;
|
|
|
(viii)
|
Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), which serves as the investment manager of Value and Opportunity Master Fund;
|
|
|
(ix)
|
Ramius LLC, a Delaware limited liability company (“Ramius”), which serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;
|
|
|
(x)
|
Cowen Group, Inc., a Delaware corporation (“Cowen”), which serves as the sole member of Ramius;
|
|
|
(xi)
|
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), which is a significant shareholder of Cowen;
|
|
|
(xii)
|
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), which serves as managing member of RCG Holdings;
|
|
|
(xiii)
|
Peter A. Cohen, who serves as one of the managing members of C4S;
|
|
|
(xiv)
|
Morgan B. Stark, who serves as one of the managing members of C4S;
|
|
|
(xv)
|
Thomas W. Strauss, who serves as one of the managing members of C4S; and
|
|
|
(xvi)
|
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
|
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Ramius Advisors, ROIL, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
The address of the principal office of each of Value and Opportunity Master Fund, RCG PB, COIL, Enterprise Master Fund and Navigation Master Fund is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of each of Value and Opportunity Master Fund, RCG PB, Enterprise Master Fund, Navigation Master Fund and Cowen and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.
(c) The principal business of each of Value and Opportunity Master Fund, ROIL, COIL, Navigation Master Fund and RCG PB is serving as a private investment fund. Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Each of ROIL, RCG PB, Navigation Master Fund and COIL has been formed for the purpose of making equity and debt investments. Enterprise Master Fund is the sole shareholder of Navigation Master Fund. The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund. The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund, RCG PB and Enterprise Master Fund, as the managing member of ROIL and as the general partner of COIL. Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is a significant shareholder of Cowen. C4S serves as managing member of RCG Holdings. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
(d) No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule B, annexed hereto, 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. Cohen, Stark, Strauss and Solomon are citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB, ROIL and COIL were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. As of October 26, 2010, none of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund beneficially owned any Shares.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5(a) is hereby amended and restated to read as follows:
As of the date hereof, none of the Reporting Persons directly or beneficially own any Shares.
Item 5(c) is hereby amended and restated to read as follows:
The transactions in the Shares by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB, ROIL and COIL during the past 60 days are set forth in Schedule A and incorporated herein by reference.
Item 5(e) is hereby amended and restated to read as follows:
As of October 26, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended to add the following:
On October 28, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended to add the following exhibits:
|
|
99.1
|
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, RCG PB, Ltd, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated October 28, 2010.
|
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 28, 2010
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
its investment manager
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RCG PB, LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
its sole member
|
RAMIUS OPTIMUM INVESTMENTS LLC
By: Ramius Advisors, LLC,
its managing member
COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
its general partner
RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS LLC
By: Cowen Group, Inc.,
its sole member
COWEN GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
|
|
By:
|
/s/ Owen S. Littman
|
|
|
Name:
|
Owen S. Littman
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
OWEN S. LITTMAN
|
|
As attorney-in-fact for Jeffrey M. Solomon,
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
|
SCHEDULE A
Transactions in the Shares During the Past 60 Days
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
|
(696)
|
|
2.5000
|
09/07/2010
|
|
(90,132)
|
|
2.9800
|
09/09/2010
|
|
(29,000)
|
|
2.9800
|
09/09/2010
|
|
(80,449)
|
|
2.9728
|
09/09/2010
|
|
150,000
|
|
2.9300
|
09/16/2010
|
|
75,000
|
|
2.9300
|
09/17/2010
|
|
(589,392)
|
|
2.8900
|
10/26/2010
|
|
(677,801)
|
|
2.8950
|
10/26/2010
|
|
(294,696)
|
|
2.8900
|
10/26/2010
|
|
(1,594,127)
|
|
2.8910
|
10/26/2010
|
|
COWEN OVERSEAS INVESTMENT LP
|
|
(9)
|
|
2.5000
|
09/07/2010
|
|
(1,165)
|
|
2.9800
|
09/09/2010
|
|
(375)
|
|
2.9800
|
09/09/2010
|
|
(1,040)
|
|
2.9728
|
09/09/2010
|
|
50,000
|
|
2.9300
|
09/16/2010
|
|
25,000
|
|
2.9300
|
09/17/2010
|
|
(20,950)
|
|
2.8900
|
10/26/2010
|
|
(16,230)
|
|
2.8950
|
10/26/2010
|
|
(7,862)
|
|
2.8950
|
10/26/2010
|
|
(10,475)
|
|
2.8900
|
10/26/2010
|
|
(56,663)
|
|
2.8910
|
10/26/2010
|
|
RAMIUS NAVIGATION MASTER FUND LTD
|
|
(154)
|
|
2.5000
|
09/07/2010
|
|
(20,202)
|
|
2.9800
|
09/09/2010
|
|
(6,500)
|
|
2.9800
|
09/09/2010
|
|
(18,032)
|
|
2.9728
|
09/09/2010
|
|
(121,280)
|
|
2.8900
|
10/26/2010
|
|
(139,472)
|
|
2.8950
|
10/26/2010
|
|
(60,640)
|
|
2.8900
|
10/26/2010
|
|
(24,082)
|
|
2.8910
|
10/26/2010
|
|
(303,944)
|
|
2.8910
|
10/26/2010
|
|
RCG PB, LTD
|
|
(338)
|
|
2.5000
|
09/07/2010
|
|
(43,512)
|
|
2.9800
|
09/09/2010
|
|
(14,000)
|
|
2.9800
|
09/09/2010
|
|
(38,837)
|
|
2.9728
|
09/09/2010
|
|
(265,822)
|
|
2.8900
|
10/26/2010
|
|
(305,696)
|
|
2.8950
|
10/26/2010
|
|
(128,753)
|
|
2.8900
|
10/26/2010
|
|
(4,158)
|
|
2.8900
|
10/26/2010
|
|
(718,968)
|
|
2.8910
|
10/26/2010
|
|
RAMIUS OPTIMUM INVESTMENTS LLC
|
|
(3)
|
|
2.5000
|
09/07/2010
|
|
(389)
|
|
2.9800
|
09/09/2010
|
|
(125)
|
|
2.9800
|
09/09/2010
|
|
(347)
|
|
2.9728
|
09/09/2010
|
|
(2,556)
|
|
2.8900
|
10/26/2010
|
|
(2,939)
|
|
2.8950
|
10/26/2010
|
|
(1,278)
|
|
2.8900
|
10/26/2010
|
|
(6,911)
|
|
2.8910
|
10/26/2010
|
SCHEDULE B
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
Owen S. Littman
Director
|
|
General Counsel of Cowen Group, Inc.
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Mark R. Mitchell
Director
|
|
Partner Managing Director of Ramius LLC
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
CFS Company Ltd.
Director
|
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
|
CSS Corporation Ltd.
Secretary
|
|
Affiliate of the Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
Directors and Officers of Ramius Enterprise Master Fund Ltd
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
Morgan B. Stark
Director
|
|
Chairman of Ramius LLC
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Owen S. Littman
Director
|
|
General Counsel of Cowen Group, Inc.
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
CFS Company Ltd.
Director
|
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
|
CSS Corporation Ltd.
Secretary
|
|
Affiliate of the Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
Directors and Officers of Ramius Navigation Master Fund Ltd
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
Jeffrey C. Smith
Director
|
|
Partner Managing Director of Ramius LLC
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
Directors and Officers of RCG PB, Ltd
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
Morgan B. Stark
Director
|
|
Chief Executive Officer and President of Ramius LLC
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Owen S. Littman
Director
|
|
General Counsel of Cowen Group, Inc.
|
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
CFS Company Ltd.
Director
|
|
Nominee Company registered with
Cayman Islands Monetary Authority
and is affiliated with Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
|
CSS Corporation Ltd.
Secretary
|
|
Affiliate of the Administrator of the Fund
|
|
c/o Citco Fund Services
(Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
|
|
Cayman Islands
|
Directors and Officers of Cowen Group, Inc.
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
Peter A. Cohen
Chairman of the Board and
Chief Executive Officer
|
|
Chief Executive Officer of Cowen Group, Inc.
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Steven Kotler
Director
|
|
Vice Chairman of Gilbert Global Equity Partners
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Jules B. Kroll
Director
|
|
President of JEMKroll Group
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
David M. Malcolm
Director
|
|
Chairman of Cowen and Company, LLC
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Jerome S. Markowitz
Director
|
|
Senior Partner at Conifer Securities LLC
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Jack H. Nusbaum
Director
|
|
Chairman of Willkie Farr & Gallagher LLP
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Edoardo Spezzotti
Director
|
|
Senior Executive Vice President of Unicredit Group
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
Italy
|
|
|
|
|
|
|
|
|
|
John E. Toffolon, Jr.
Lead Director
|
|
Director, Westway Group, Inc.
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Christopher A. White
Chief of Staff
|
|
Chief of Staff of Cowen Group, Inc.
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Joseph R. Wright
Director
|
|
Senior Advisor to The Chart Group, L.P.
and Director of Scientific Games Corporation
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Morgan B. Stark
Member of Executive and Operating Committees
|
|
Chairman of Ramius LLC
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Thomas W. Strauss
Member of Executive and Operating Committees
|
|
President of Ramius LLC
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Stephen A. Lasota
Chief Financial Officer
|
|
Chief Financial Officer of Ramius LLC
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|
|
|
|
|
|
|
|
|
|
Jeffrey M. Solomon
Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee
and member of the Operating Committee
|
|
Chief Operating Officer of Cowen Group, Inc.
|
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
|
United States
|