The following constitutes Amendment No. 18 (“Amendment No. 18”) to the Schedule 13D filed by the undersigned. This Amendment No. 18 amends the Schedule 13D as specifically set forth.
Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
Leveraged Multi-Strategy Master Fund no longer owns any Shares of the Issuer. Accordingly, Leveraged Multi-Strategy Master Fund is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 18 to the Schedule 13D. The remaining Reporting
Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Enterprise Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Value and Opportunity Master Fund 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. The aggregate purchase cost of the 1,372,603 Shares beneficially owned in the aggregate by Enterprise Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Value and Opportunity Master Fund is approximately $42,995,000, excluding brokerage commissions.
Item 5.
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Interest in Securities of the Issuer
.
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Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,002,833 Shares outstanding, as of September 1, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 3, 2009.
A.
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Value and Opportunity Master Fund
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(a)
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As of the close of business on September 9, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
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Percentage: Approximately 11.4%
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(b)
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1. Sole power to vote or direct vote: 797,988
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 797,988
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 17.
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B.
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Starboard Value & Opportunity Fund
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(a)
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As of the close of business on September 9, 2009, Starboard Value & Opportunity Fund beneficially owned 61,365 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 61,365
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 61,365
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard Value & Opportunity Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
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C.
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Merger Arbitrage Master Fund
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(a)
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As of the close of business on September 9, 2009, Merger Arbitrage Master Fund beneficially owned 188,292 Shares.
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Percentage: Approximately 2.7%
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(b)
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1. Sole power to vote or direct vote: 188,292
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 188,292
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Merger Arbitrage Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
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D.
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Leveraged Multi-Strategy Master Fund
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(a)
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Leveraged Multi-Strategy Master Fund no longer beneficially owns any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Leveraged Multi-Strategy Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
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E.
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Multi-Strategy Master Fund
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(a)
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As of the close of business on September 9, 2009, Multi-Strategy Master Fund beneficially owned 152,941 Shares.
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Percentage: Approximately 2.2%
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(b)
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1. Sole power to vote or direct vote: 152,941
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 152,941
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
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F.
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Enterprise Master Fund
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(a)
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As of the close of business on September 9, 2009, Enterprise Master Fund beneficially owned 172,017 Shares.
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Percentage: Approximately 2.5%
(b)
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1. Sole power to vote or direct vote: 172,017
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 172,017
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
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G.
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RCG Starboard Advisors
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(a)
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As the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value & Opportunity Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund and (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund.
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Percentage: Approximately 12.3%
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(b)
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1. Sole power to vote or direct vote: 859,353
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 859,353
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4. Shared power to dispose or direct the disposition: 0
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(c)
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RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 17. The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund are set forth in Schedule A and are incorporated by reference.
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(a)
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As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 152,941 Shares owned by Multi-Strategy Master Fund, (ii) 188,292 Shares owned by Merger Arbitrage Master Fund and (iii) 172,017 Shares owned by Enterprise Master Fund.
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Percentage: Approximately 7.3%
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(b)
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1. Sole power to vote or direct vote: 513,250
|
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 513,250
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 17. The transactions in the Shares since the filing of Amendment No. 17 on behalf of Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
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(a)
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As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise Master Fund.
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Percentage: Approximately 19.6%
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(b)
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1. Sole power to vote or direct vote: 1,372,603
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,372,603
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 17. The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
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(a)
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As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise Master Fund.
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Percentage: Approximately 19.6%
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(b)
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1. Sole power to vote or direct vote: 1,372,603
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,372,603
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4. Shared power to dispose or direct the disposition: 0
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(c)
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C4S did not enter into any transactions in the Shares since the filing of Amendment No. 17. The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
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K.
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Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
|
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(a)
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As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise
Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.
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Percentage: Approximately 19.6%
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(b)
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1. Sole power to vote or direct vote: 0
|
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2. Shared power to vote or direct vote: 1,372,603
|
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,372,603
|
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(c)
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None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 17. The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
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(e) Not applicable.
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.
Dated: September 10, 2009
STARBOARD VALUE & OPPORTUNITY FUND, LLC
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RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
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By:
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RGC Starboard Advisors, LLC,
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By:
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RGC Starboard Advisors, LLC,
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its managing member
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its investment manager
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By:
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Ramius LLC,
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By:
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Ramius LLC,
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its sole member
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its sole member
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By:
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C4S & Co., L.L.C.,
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By:
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C4S & Co., L.L.C.,
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its managing member
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its managing member
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RAMIUS MULTI-STRATEGY MASTER FUND LTD
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RCG STARBOARD ADVISORS, LLC
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By:
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Ramius Advisors, L.L.C.,
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By:
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Ramius LLC,
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its investment advisor
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its sole member
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By:
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Ramius LLC,
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By:
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C4S & Co., L.L.C.,
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its sole member
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its managing member
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By:
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C4S & Co., L.L.C.,
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its managing member
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RAMIUS MERGER ARBITRAGE MASTER FUND LTD
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RAMIUS LLC
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By:
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Ramius Advisors, L.L.C.,
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By:
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C4S & Co., L.L.C.,
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its investment advisor
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as managing member
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By:
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Ramius LLC,
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its sole member
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By:
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C4S & Co., L.L.C.,
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its managing member
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RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
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RAMIUS ENTERPRISE MASTER FUND LTD
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By:
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Ramius Advisors, L.L.C.,
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By:
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Ramius Advisors, L.L.C.,
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its investment advisor
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its investment advisor
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By:
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Ramius LLC,
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By:
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Ramius LLC,
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its sole member
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its sole member
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By:
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C4S & Co., L.L.C.,
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By:
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C4S & Co., L.L.C.,
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its managing member
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its managing member
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RAMIUS ADVISORS, L.L.C.
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C4S & CO., L.L.C.
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By:
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Ramius LLC,
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its sole member
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By:
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C4S & Co., L.L.C.,
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its managing member
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By:
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Name:
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Jeffrey M. Solomon
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Title:
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Authorized Signatory
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Jeffrey M. Solomon, individually and as
attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
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The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 17 to the Schedule 13D
Shares of Common Stock
Sold
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Price Per
Share($)
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Date of
Sale
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STARBOARD VALUE & OPPORTUNITY FUND, LLC
14,253
|
15.8279
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09/01/09
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14,876
|
12.8375
|
09/02/09
|
12,039
|
12.6072
|
09/03/09
|
3,072
|
12.3604
|
09/04/09
|
7,399
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12.9870
|
09/08/09
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2,006
|
13.4669
|
09/09/09
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RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
3,114
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15.8279
|
09/01/09
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3,250
|
12.8375
|
09/02/09
|
1,647
|
12.6072
|
09/03/09
|
RAMIUS MULTI-STRATEGY MASTER FUND LTD
2,523
|
15.8279
|
09/01/09
|
2,633
|
12.8375
|
09/02/09
|
2,131
|
12.6072
|
09/03/09
|
544
|
12.3604
|
09/04/09
|
1,310
|
12.9870
|
09/08/09
|
356
|
13.4669
|
09/09/09
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RAMIUS ENTERPRISE MASTER FUND LTD
2,841
|
15.8279
|
09/01/09
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2,966
|
12.8375
|
09/02/09
|
2,400
|
12.6072
|
09/03/09
|
613
|
12.3604
|
09/04/09
|
1,475
|
12.9870
|
09/08/09
|
400
|
13.4669
|
09/09/09
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RAMIUS MERGER ARBITRAGE MASTER FUND LTD
983
|
12.6072
|
09/03/09
|
671
|
12.3604
|
09/04/09
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1,616
|
12.9870
|
09/08/09
|
438
|
13.4669
|
09/09/09
|