- Amended Statement of Beneficial Ownership (SC 13D/A)
25 September 2009 - 7:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 19)
1
COMMON STOCK, PAR VALUE $0.40 PER SHARE
(Title of Class of Securities)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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
§ 240.13d-7 for other parties to whom copies are to be sent.
_______________
1
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
).
1
|
NAME OF REPORTING PERSON
Ramius Enterprise Master Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
Starboard Value & Opportunity Fund, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
Ramius Merger Arbitrage Master Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
Ramius Multi-Strategy Master Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
Ramius Value and Opportunity Master Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
RCG Starboard Advisors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
1
|
NAME OF REPORTING PERSON
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON
|
The following constitutes Amendment No. 19 (“Amendment No. 19”) to the Schedule 13D filed by the undersigned. This Amendment No. 19 amends the Schedule 13D as specifically set forth.
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 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 1,279,603 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 $41,524,000, excluding brokerage commissions.
Item 5.
|
Interest in Securities of the Issuer
.
|
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. Value and Opportunity Master Fund
|
(a)
|
As of the close of business on September 23, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
|
Percentage: Approximately 11.4%
|
(b)
|
1. Sole power to vote or direct vote: 797,988
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 797,988
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 18.
|
B.
|
Starboard Value & Opportunity Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Starboard Value & Opportunity Fund beneficially owned 3,059 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 3,059
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,059
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Value & Opportunity Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
C.
|
Merger Arbitrage Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Merger Arbitrage Master Fund beneficially owned 175,552 Shares.
|
Percentage: Approximately 2.5%
|
(b)
|
1. Sole power to vote or direct vote: 175,552
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 175,552
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Merger Arbitrage Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
D.
|
Multi-Strategy Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Multi-Strategy Master Fund beneficially owned 142,615 Shares.
|
Percentage: Approximately 2.0%
|
(b)
|
1. Sole power to vote or direct vote: 142,615
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 142,615
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
E.
|
Enterprise Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Enterprise Master Fund beneficially owned 160,389 Shares.
|
Percentage: Approximately 2.3%
|
(b)
|
1. Sole power to vote or direct vote: 160,389
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 160,389
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
F.
|
RCG Starboard Advisors
|
|
(a)
|
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) 3,059 Shares owned by Starboard Value & Opportunity Fund.
|
Percentage: Approximately 11.4%
|
(b)
|
1. Sole power to vote or direct vote: 801,047
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 801,047
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund are set forth in Schedule A and are incorporated by reference.
|
|
(a)
|
As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 142,615 Shares owned by Multi-Strategy Master Fund, (ii) 175,552 Shares owned by Merger Arbitrage Master Fund and (iii) 160,389 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 6.8%
|
(b)
|
1. Sole power to vote or direct vote: 478,556
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 478,556
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
|
(a)
|
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) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 18.3%
|
(b)
|
1. Sole power to vote or direct vote: 1,279,603
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,279,603
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
|
(a)
|
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) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 Shares owned by Enterprise Master Fund.
|
Percentage: Approximately 18.3%
|
(b)
|
1. Sole power to vote or direct vote: 1,279,603
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,279,603
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
J.
|
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
|
|
(a)
|
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) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 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.
|
Percentage: Approximately 18.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,279,603
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,279,603
|
|
(c)
|
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
|
(d)
|
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.
|
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 24, 2009
STARBOARD VALUE & OPPORTUNITY FUND, LLC
|
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
By:
|
RGC Starboard Advisors, LLC,
|
|
By:
|
RGC Starboard Advisors, LLC,
|
|
its managing member
|
|
|
its investment manager
|
By:
|
Ramius LLC,
|
|
By:
|
Ramius LLC,
|
|
its sole member
|
|
|
its sole member
|
By:
|
C4S & Co., L.L.C.,
|
|
By:
|
C4S & Co., L.L.C.,
|
|
its managing member
|
|
|
its managing member
|
RAMIUS MULTI-STRATEGY MASTER FUND LTD
|
|
RCG STARBOARD ADVISORS, LLC
|
By:
|
Ramius Advisors, L.L.C.,
|
|
By:
|
Ramius LLC,
|
|
its investment advisor
|
|
|
its sole member
|
By:
|
Ramius LLC,
|
|
By:
|
C4S & Co., L.L.C.,
|
|
its sole member
|
|
|
its managing member
|
By:
|
C4S & Co., L.L.C.,
|
|
|
|
|
its managing member
|
|
|
|
|
|
|
|
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
|
|
RAMIUS LLC
|
By:
|
Ramius Advisors, L.L.C.,
|
|
By:
|
C4S & Co., L.L.C.,
|
|
its investment advisor
|
|
|
as managing member
|
By:
|
Ramius LLC,
|
|
|
|
|
its sole member
|
|
|
|
By:
|
C4S & Co., L.L.C.,
|
|
|
|
|
its managing member
|
|
|
|
RAMIUS ENTERPRISE MASTER FUND LTD
|
|
|
|
By:
|
Ramius Advisors, L.L.C.,
|
|
|
|
|
its investment advisor
|
|
|
|
By:
|
Ramius LLC,
|
|
|
|
|
its sole member
|
|
|
|
By:
|
C4S & Co., L.L.C.,
|
|
|
|
|
its managing member
|
|
|
|
RAMIUS ADVISORS, L.L.C.
|
|
C4S & CO., L.L.C.
|
By:
|
Ramius LLC,
|
|
|
|
|
its sole member
|
|
|
|
By:
|
C4S & Co., L.L.C.,
|
|
|
|
|
its managing member
|
|
|
|
|
|
By:
|
|
|
Name:
|
Jeffrey M. Solomon
|
|
Title:
|
Authorized Signatory
|
|
|
Jeffrey M. Solomon, individually and as
attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
|
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. 18 to the Schedule 13D
Shares of Common Stock
Sold
|
Price Per
Share($)
|
Date of
Sale
|
STARBOARD VALUE & OPPORTUNITY FUND, LLC
1,880
|
|
13.2000
|
09/10/09
|
11,223
|
|
13.2437
|
09/11/09
|
5,956
|
|
13.7284
|
09/14/09
|
4,138
|
|
14.1962
|
09/15/09
|
3,569
|
|
14.4181
|
09/16/09
|
6,522
|
|
14.5495
|
09/17/09
|
4,891
|
|
14.5285
|
09/18/09
|
4,452
|
|
14.5146
|
09/21/09
|
7,336
|
|
14.4509
|
09/22/09
|
8,339
|
|
14.0026
|
09/23/09
|
RAMIUS MULTI-STRATEGY MASTER FUND LTD
334
|
|
13.2000
|
09/10/09
|
1,987
|
|
13.2437
|
09/11/09
|
1,055
|
|
13.7284
|
09/14/09
|
733
|
|
14.1962
|
09/15/09
|
635
|
|
14.4181
|
09/16/09
|
1,154
|
|
14.5495
|
09/17/09
|
865
|
|
14.5285
|
09/18/09
|
788
|
|
14.5146
|
09/21/09
|
1,299
|
|
14.4509
|
09/22/09
|
1,476
|
|
14.0026
|
09/23/09
|
RAMIUS ENTERPRISE MASTER FUND LTD
375
|
|
13.2000
|
09/10/09
|
2,238
|
|
13.2437
|
09/11/09
|
1,187
|
|
13.7284
|
09/14/09
|
825
|
|
14.1962
|
09/15/09
|
715
|
|
14.4181
|
09/16/09
|
1,300
|
|
14.5495
|
09/17/09
|
975
|
|
14.5285
|
09/18/09
|
888
|
|
14.5146
|
09/21/09
|
1,462
|
|
14.4509
|
09/22/09
|
1,663
|
|
14.0026
|
09/23/09
|
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
411
|
|
13.2000
|
09/10/09
|
2,452
|
|
13.2437
|
09/11/09
|
1,302
|
|
13.7284
|
09/14/09
|
904
|
|
14.1962
|
09/15/09
|
781
|
|
14.4181
|
09/16/09
|
1,424
|
|
14.5495
|
09/17/09
|
1,069
|
|
14.5285
|
09/18/09
|
972
|
|
14.5146
|
09/21/09
|
1,603
|
|
14.4509
|
09/22/09
|
1,822
|
|
14.0026
|
09/23/09
|
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