The
following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D
filed by the undersigned. This Amendment No. 1 amends the Schedule
13D as specifically set forth.
Item 2 is
hereby amended to add the following:
Since the
filing of the Schedule 13D:
(i) Starboard
changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and
Opportunity Master Fund”); and
(ii) Enterprise
Master Fund changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise
Master Fund”).
As a
result of a reorganization of the Reporting Persons and their affiliates, Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), serves
as the investment advisor of Enterprise Master Fund. Accordingly,
Ramius Advisors is hereby added as a member of the Section 13(d) group as a
Reporting Person. The address of the principal office of Ramius
Advisors is 599 Lexington Avenue, 20th Floor, New York, New York
10022. The principal business of Ramius Advisors is acting as the
investment advisor of Enterprise Master Fund. Ramius is the sole
member of Ramius Advisors.
RCG PB,
Ltd is hereby added as Reporting Persons to this Schedule 13D.
RCG PB,
Ltd (“RCG PB”) is an exempted company organized under the laws of the Cayman
Islands. The principal business of RCG PB is serving as a private
investment fund. The address of the principal business and principal
office of RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Corporate
Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The
officers and directors of RCG PB and their respective principal occupations and
business addresses are set forth on Schedule A and are incorporated by reference
in this Item 2.
No
Reporting Person, nor any person listed on Schedule A attached hereto or
Schedule B or Schedule C annexed to the Schedule 13D filed March 18, 2008, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
No
Reporting Person, nor any person listed on Schedule A attached hereto or
Schedule B or Schedule C annexed to the Schedule 13D filed March 18, 2008, 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.Messrs.
Cohen, Stark, Strauss, and Solomon are citizens of the United States of
America.
Item 3 is
hereby amended and restated to read as follows:
The
Shares purchased by Value and Opportunity Master Fund, Parche and RCG PB were
purchased with the working capital of such entities (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 B, which is incorporated by reference herein. The aggregate
purchase cost of the 790,409 Shares beneficially owned in the aggregate by Value
and Opportunity Master Fund, Parche and RCG PB is approximately $32,414,033,
excluding brokerage commissions.
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 15,900,677 Shares outstanding, as of October 27, 2008, which is the
total number of Shares outstanding as
reported
in Amendment No. 1 to the
Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on October 28, 2008.
|
(a)
|
As
of the close of business on November 3, 2008, Parche beneficially owned
122,031 Shares.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
122,031
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
122,031
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Parche in the past 60 days are set forth in
Schedule B and are incorporated by
reference.
|
|
B.
|
Value
and Opportunity Master Fund
|
|
(a)
|
As
of the close of business on November 3, 2008, Value and Opportunity Master
Fund beneficially owned 645,447
Shares.
|
Percentage:
Approximately 4.1%.
|
(b)
|
1.
Sole power to vote or direct vote:
645,447
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
645,447
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Value and Opportunity Master Fund in the
past 60 days are set forth in Schedule B and are incorporated by
reference.
|
|
C.
|
Enterprise
Master Fund
|
|
(a)
|
As
the sole non-managing member of Parche and owner of all economic interests
therein, Enterprise Master Fund may be deemed the beneficial owner of the
122,031 Shares owned by Parche.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
122,031
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
122,031
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Enterprise
Master Fund did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares by Parche in the past
60 days are set forth in Schedule B and are incorporated by
reference.
|
|
(a)
|
As
of the close of business on November 3, 2008, RCG PB beneficially owned
22,931 Shares.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
22,931
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
22,931
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by RCG PB in the past 60 days are set forth in
Schedule B and are incorporated by
reference.
|
|
(a)
|
As
the investment advisor of each of Enterprise Master Fund and RCG PB,
Ramius Advisors is deemed the beneficial owner of the 182,904 Shares owned
by Parche and the 22,931 Shares owned by RCG
PB.
|
Percentage:
Less than 1%.
|
(b)
|
1.
Sole power to vote or direct vote:
144,962
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
144,962
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
Advisors did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Parche and RCG PB, which were all in the open market, are set
forth in Schedule B and are incorporated by
reference.
|
|
F.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the managing member of Parche and the investment manager of Value and
Opportunity Master Fund, RCG Starboard Advisors may be deemed the
beneficial owner of the (i) 645,447 Shares owned by Value and Opportunity
Master Fund and (ii) 122,031 Shares owned by
Parche.
|
Percentage:
Approximately 4.8%.
|
(b)
|
1.
Sole power to vote or direct vote:
767,478
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
767,478
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares in the past 60
days on behalf of Value and Opportunity Master Fund and Parche, which were
all in the open market, are set forth in Schedule B and are incorporated
by reference.
|
|
(a)
|
As
the sole member of each of Ramius Advisors and RCG Starboard Advisors,
Ramius may be deemed the beneficial owner of the (i) 645,447 Shares owned
by Value and Opportunity Master Fund, (ii) 122,031 Shares owned by Parche
and (iii) 22,931 Shares owned by RCG
PB.
|
Percentage:
Approximately 4.97%.
|
(b)
|
1.
Sole power to vote or direct vote:
790,409
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
790,409
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Value and Opportunity Master Fund, Parche and RCG PB, which were
all in the open market, are set forth in Schedule B and are incorporated
by reference.
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed the beneficial owner of
the (i) 645,447 Shares owned by Value and Opportunity Master Fund, (ii)
122,031 Shares owned by Parche and (iii) 22,931 Shares owned by RCG
PB.
|
Percentage:
Approximately 4.97%.
|
(b)
|
1.
Sole power to vote or direct vote:
790,409
|
|
|
2.
Shared power to vote or direct vote:
0
|
|
|
3.
Sole power to dispose or direct the disposition:
790,409
|
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Value and Opportunity Master Fund, Parche and RCG PB, which were
all in the open market, are set forth in Schedule B and are incorporated
by reference.
|
|
I.
|
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 the (i) 645,447 Shares
owned by Value and Opportunity Master Fund, (ii) 122,031 Shares owned by
Parche and (iii) 22,931 Shares owned by RCG
PB.
|
Percentage:
Approximately 4.97%.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
|
2.
Shared power to vote or direct vote:
790,409
|
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
|
4.
Shared power to dispose or direct the disposition:
790,409
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any
transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on behalf of Value and
Opportunity Master Fund, Parche and RCG PB, which were all in the open
market, are set forth in Schedule B 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.
|
|
(e)
|
As
of October 31, 2008, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the Shares of the
Issuer.
|
Item 6 is
hereby amended to add the following:
On
November 4, 2008, 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 is
hereby amended to include the following exhibit:
|
Exhibit
99.1
|
Joint
Filing Agreement by and among Ramius Value and Opportunity Master Fund
Ltd, Parche, LLC, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius
Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co.,
L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M.
Solomon, dated November 4, 2008.
|
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: November
4, 2008
|
PARCHE,
LLC
By:
RCG Starboard Advisors, LLC,
its managing member
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RCG Starboard Advisors, LLC,
its investment manager
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its investment advisor
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its sole member
RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its investment advisor
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as
managing member
C4S
& CO., L.L.C.
|
|
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
|
|
SCHEDULE
A
Directors
and Officers of RCG PB, Ltd
|
Name and Position
|
Principal Occupation
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
599
Lexington Avenue
20
th
Floor
New
York, New York 10022
|
|
|
|
|
|
Marran
Ogilvie
Director
|
Chief
Operating Officer of Ramius LLC
|
599
Lexington Avenue
20
th
Floor
New
York, New York 10022
|
|
|
|
|
|
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
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
B
Transactions in the Shares
During the Past 60 Days
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
PARCHE,
LLC
|
2,716
|
|
49.2095
|
09/05/08
|
|
280
|
|
50.5618
|
09/08/08
|
|
1,904
|
|
50.2632
|
09/09/08
|
|
420
|
|
50.3881
|
09/12/08
|
|
482
|
|
49.3750
|
09/15/08
|
|
(7,960)
|
|
51.3516
|
09/16/08
|
|
(1,904)
|
|
51.3516
|
09/16/08
|
|
(12,480)
|
|
50.9014
|
09/17/08
|
|
(1,156)
|
|
50.0869
|
10/21/08
|
|
(883)
|
|
50.0207
|
10/21/08
|
|
(595)
|
|
49.7516
|
10/22/08
|
|
(518)
|
|
49.7371
|
10/22/08
|
|
(2,750)
|
|
49.5103
|
10/23/08
|
|
(1,843)
|
|
49.5783
|
10/23/08
|
|
(2,991)
|
|
51.1099
|
10/29/08
|
|
(1,113)
|
|
51.3515
|
10/30/08
|
|
(542)
|
|
51.3764
|
10/30/08
|
|
(9,540)
|
|
50.1681
|
10/31/08
|
|
(5,682)
|
|
50.5128
|
11/03/08
|
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
|
15,520
|
|
49.2095
|
09/05/08
|
|
1,600
|
|
50.5618
|
09/08/08
|
|
10,880
|
|
50.2632
|
09/09/08
|
|
2,400
|
|
50.3881
|
09/12/08
|
|
2,757
|
|
49.3750
|
09/15/08
|
|
(45,579)
|
|
51.3516
|
09/16/08
|
|
(57,720)
|
|
50.9014
|
09/17/08
|
|
99,992
|
|
48.3300
|
10/16/08
|
|
(6,115)
|
|
50.0869
|
10/21/08
|
|
(4,670)
|
|
50.0207
|
10/21/08
|
|
(3,146)
|
|
49.7516
|
10/22/08
|
|
(2,735)
|
|
49.7371
|
10/22/08
|
|
(14,548)
|
|
49.5103
|
10/23/08
|
|
(9,749)
|
|
49.5783
|
10/23/08
|
|
(15,823)
|
|
51.1099
|
10/29/08
|
|
(5,887)
|
|
51.3515
|
10/30/08
|
|
(2,867)
|
|
51.3764
|
10/30/08
|
|
(50,460)
|
|
50.1681
|
10/31/08
|
|
(30,051)
|
|
50.5128
|
11/03/08
|
RCG PB,
LTD
|
1,164
|
|
49.2095
|
09/05/08
|
|
120
|
|
50.5618
|
09/08/08
|
|
816
|
|
50.2632
|
09/09/08
|
|
180
|
|
50.3881
|
09/12/08
|
|
207
|
|
49.3750
|
09/15/08
|
|
(6,557)
|
|
51.3516
|
09/16/08
|
|
(7,800)
|
|
50.9014
|
09/17/08
|
|
25,000
|
|
47.9108
|
10/14/08
|
|
(99,992)
|
|
48.3300
|
10/16/08
|
|
25,000
|
|
48.3300
|
10/16/08
|
|
(25,000)
|
|
48.3300
|
10/16/08
|
|
(193)
|
|
50.0869
|
10/21/08
|
|
(147)
|
|
50.0207
|
10/21/08
|
|
(99)
|
|
49.7516
|
10/22/08
|
|
(86)
|
|
49.7371
|
10/22/08
|
|
(459)
|
|
49.5103
|
10/23/08
|
|
(308)
|
|
49.5783
|
10/23/08
|
|
(500)
|
|
51.1099
|
10/29/08
|
|
(186)
|
|
51.3515
|
10/30/08
|
|
(91)
|
|
51.3764
|
10/30/08
|