- Amended Statement of Beneficial Ownership (SC 13D/A)
March 02 2010 - 5:24PM
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. 26)
1
COMMON STOCK, PAR VALUE
$0.40 PER
SHARE
(Title of
Class of Securities)
MARK
MITCHELL
RAMIUS
LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
(212)
845-7988
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
Ramius
Navigation 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
|
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
|
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. 26 (“Amendment No. 26”) to the Schedule 13D
filed by the undersigned. This Amendment No. 26 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, Multi-Strategy Master Fund,
Navigation Master Fund, Value and Opportunity Master Fund and RCG PB 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 516,932 Shares beneficially owned in the aggregate by Enterprise Master
Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity
Master Fund and RCG PB is approximately $16,046,000, 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 7,008,490 Shares outstanding, as of December 21, 2009, which is the
total number of Shares outstanding as reported in Amendment No. 1 to the
Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on January 7, 2010.
A. Value
and Opportunity Master Fund
|
(a)
|
As
of the close of business on March 1, 2010, Value and Opportunity Master
Fund beneficially owned 178,211
Shares.
|
Percentage:
Approximately 2.5%
|
(b)
|
1. Sole
power to vote or direct vote:
178,211
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
178,211
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Value and Opportunity Master Fund since the
filing of Amendment No. 25 are set forth in Schedule A and are
incorporated by reference.
|
B. Navigation
Master Fund
|
(a)
|
As
of the close of business on March 1, 2010, Navigation Master Fund
beneficially owned 142,411 Shares.
|
Percentage:
Approximately 2.0%
|
(b)
|
1. Sole
power to vote or direct vote:
142,411
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
142,411
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Navigation Master Fund since the filing of
Amendment No. 25 are set forth in Schedule A and are incorporated by
reference.
|
C. RCG
PB
|
(a)
|
As
of the close of business on March 1, 2010, RCG PB directly owned 73,388
Shares. As the sole shareholder of Navigation Master Fund, RCG
PB may be deemed the beneficial owner of 142,411 Shares owned by
Navigation Master Fund.
|
Percentage:
Approximately 3.1%
|
(b)
|
1. Sole
power to vote or direct vote:
215,799
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
215,799
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by RCG PB since the filing of Amendment No. 25
are set forth in Schedule A and are incorporated by
reference. The transactions in the Shares since the filing of
Amendment No. 25 on behalf of Navigation Master Fund are set forth in
Schedule A and are incorporated by
reference.
|
D.
|
Multi-Strategy
Master Fund
|
|
(a)
|
As
of the close of business on March 1, 2010, Multi-Strategy Master Fund
beneficially owned 57,857 Shares.
|
Percentage:
Less than 1%
|
(b)
|
1. Sole
power to vote or direct vote:
57,857
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
57,857
|
|
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. 25 are set forth in Schedule A and are incorporated by
reference.
|
E.
|
Enterprise
Master Fund
|
|
(a)
|
As
of the close of business on March 1, 2010, Enterprise Master Fund
beneficially owned 65,065 Shares.
|
Percentage:
Less than 1%
|
(b)
|
1.
Sole power to vote or direct vote:
65,065
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
65,065
|
|
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. 25 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, RCG Starboard
Advisors may be deemed the beneficial owner of 178,211 Shares owned by
Value and Opportunity Master Fund.
|
Percentage:
Approximately 2.5%
|
(b)
|
1. Sole
power to vote or direct vote:
178,211
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
178,211
|
|
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. 25. The transactions in the Shares
since the filing of Amendment No. 25 on behalf of Value and Opportunity
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
(a)
|
As
the investment advisor of Multi-Strategy Master Fund, Navigation Master
Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be deemed the
beneficial owner of (i) 57,857 Shares owned by Multi-Strategy Master Fund,
(ii) 142,411 Shares owned by Navigation Master Fund, (iii) 73,388 Shares
owned directly by RCG PB. and (iv) 65,065 Shares owned by Enterprise
Master Fund.
|
Percentage:
Approximately 4.8%
|
(b)
|
1.
Sole power to vote or direct vote:
338,721
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
338,721
|
|
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. 25. The transactions in the Shares
since the filing of Amendment No. 25 on behalf of Multi-Strategy Master
Fund, Navigation Master Fund, RCG PB 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) 178,211 Shares owned by Value and
Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master
Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388
Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise
Master Fund.
|
Percentage:
Approximately 7.4%
|
(b)
|
1. Sole
power to vote or direct vote:
516,932
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
516,932
|
|
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. 25. The transactions in the Shares since the
filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
I. Cowen
|
(a)
|
As
the sole member of Ramius, Cowen may be deemed the beneficial owner of the
(i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857
Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by
Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and
(v) 65,065 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 7.4%
|
(b)
|
1. Sole
power to vote or direct vote:
516,932
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
516,932
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Cowen
did not enter into any transactions in the Shares since the filing of
Amendment No. 25. The transactions in the Shares since the
filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
J. RCG
Holdings
|
(a)
|
As
a significant shareholder of Cowen, RCG Holdings may be deemed the
beneficial owner of the (i) 178,211 Shares owned by Value and Opportunity
Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii)
142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned
directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 7.4%
|
(b)
|
1. Sole
power to vote or direct vote:
516,932
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
516,932
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Holdings did not enter into any transactions in the Shares since the
filing of Amendment No. 25. The transactions in the Shares
since the filing of Amendment No. 25 on behalf of Value and Opportunity
Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB
and Enterprise Master Fund are set forth in Schedule A and are
incorporated by reference.
|
|
(a)
|
As
the managing member of RCG Holdings, C4S may be deemed the beneficial
owner of (i) 178,211 Shares owned by Value and Opportunity Master Fund,
(ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411
Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly
by RCG PB and (v) 65,065 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 7.4%
|
(b)
|
1. Sole
power to vote or direct vote:
516,932
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
516,932
|
|
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. 25. The transactions in the Shares since the
filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
L.
|
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) 178,211 Shares owned
by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by
Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation
Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065
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, Multi-Strategy
Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund by
virtue of their shared authority to vote and dispose of such
Shares.
|
Percentage:
Approximately 7.4%
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
2. Shared
power to vote or direct vote:
516,932
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
4. Shared
power to dispose or direct the disposition:
516,932
|
|
(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.
25. The transactions in the Shares since the filing of
Amendment No. 25 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Navigation Master Fund, RCG PB 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.
|
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:
March 2, 2010
RCG
PB, LTD
|
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
By:
|
Ramius
Advisors, LLC,
|
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
its
investment advisor
|
|
|
its
investment manager
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
By:
|
Ramius
Advisors, LLC,
|
|
By:
|
Ramius
Advisors, LLC,
|
|
its
investment advisor
|
|
|
its
investment advisor
|
RAMIUS
ADVISORS, LLC
|
|
RCG
STARBOARD ADVISORS, LLC
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
|
|
its
sole member
|
|
|
|
|
RCG
HOLDINGS LLC
|
|
RAMIUS
LLC
|
By:
|
C4S
& CO., L.L.C.
|
|
By:
|
Cowen
Group, Inc.
|
|
its
managing member
|
|
|
its
sole member
|
|
|
|
|
|
RAMIUS
NAVIGATION MASTER FUND LTD
|
|
COWEN
GROUP, INC.
|
By:
|
Ramius
Advisors, LLC,
|
|
|
|
its
investment advisor
|
|
C4S
& CO., L.L.C.
|
|
|
By:
|
/s/
Jeffrey
M. Solomon
|
|
Name:
|
Jeffrey
M. Solomon
|
|
Title:
|
Authorized
Signatory
|
|
/s/
Jeffrey
M. Solomon
|
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. 25 to the Schedule 13D
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share ($)
|
Date
of
Purchase/
Sale
|
RAMIUS VALUE AND OPPORTUNITY
MASTER FUND LTD
(2,477)
|
|
13.0208
|
02/09/2010
|
(889)
|
|
13.0929
|
02/10/2010
|
(1,957)
|
|
13.1165
|
02/11/2010
|
(2,060)
|
|
13.6066
|
02/12/2010
|
(2,630)
|
|
13.9024
|
02/16/2010
|
(1,030)
|
|
13.7107
|
02/17/2010
|
(1,716)
|
|
13.8158
|
02/18/2010
|
(2,764)
|
|
13.8690
|
02/19/2010
|
(1,392)
|
|
13.7765
|
02/22/2010
|
(2,045)
|
|
13.1059
|
02/23/2010
|
(1,333)
|
|
12.9833
|
02/24/2010
|
(810)
|
|
13.0041
|
02/25/2010
|
(2,481)
|
|
12.7012
|
02/26/2010
|
(3,844)
|
|
12.7571
|
03/01/2010
|
RAMIUS MULTI-STRATEGY MASTER
FUND LTD
(804)
|
|
13.0208
|
02/09/2010
|
(289)
|
|
13.0929
|
02/10/2010
|
(635)
|
|
13.1165
|
02/11/2010
|
(669)
|
|
13.6066
|
02/12/2010
|
(854)
|
|
13.9024
|
02/16/2010
|
(334)
|
|
13.7107
|
02/17/2010
|
(557)
|
|
13.8158
|
02/18/2010
|
(897)
|
|
13.8690
|
02/19/2010
|
(452)
|
|
13.7765
|
02/22/2010
|
(664)
|
|
13.1059
|
02/23/2010
|
(433)
|
|
12.9833
|
02/24/2010
|
(263)
|
|
13.0041
|
02/25/2010
|
(806)
|
|
12.7012
|
02/26/2010
|
(1,248)
|
|
12.7571
|
03/01/2010
|
RAMIUS ENTERPRISE MASTER
FUND LTD
(905)
|
|
13.0208
|
02/09/2010
|
(325)
|
|
13.0929
|
02/10/2010
|
(715)
|
|
13.1165
|
02/11/2010
|
(752)
|
|
13.6066
|
02/12/2010
|
(960)
|
|
13.9024
|
02/16/2010
|
(376)
|
|
13.7107
|
02/17/2010
|
(627)
|
|
13.8158
|
02/18/2010
|
(1,009)
|
|
13.8690
|
02/19/2010
|
(508)
|
|
13.7765
|
02/22/2010
|
(747)
|
|
13.1059
|
02/23/2010
|
(487)
|
|
12.9833
|
02/24/2010
|
(296)
|
|
13.0041
|
02/25/2010
|
(906)
|
|
12.7012
|
02/26/2010
|
(1,403)
|
|
12.7571
|
03/01/2010
|
RAMIUS NAVIGATION MASTER
FUND LTD
(1,019)
|
|
13.0208
|
02/09/2010
|
(990)
|
|
13.0208
|
02/09/2010
|
(366)
|
|
13.0929
|
02/10/2010
|
(355)
|
|
13.0929
|
02/10/2010
|
(805)
|
|
13.1165
|
02/11/2010
|
(782)
|
|
13.1165
|
02/11/2010
|
(848)
|
|
13.6066
|
02/12/2010
|
(823)
|
|
13.6066
|
02/12/2010
|
(1,082)
|
|
13.9024
|
02/16/2010
|
(1,051)
|
|
13.9024
|
02/16/2010
|
(424)
|
|
13.7107
|
02/17/2010
|
(412)
|
|
13.7107
|
02/17/2010
|
(707)
|
|
13.8158
|
02/18/2010
|
(686)
|
|
13.8158
|
02/18/2010
|
(1,137)
|
|
13.8690
|
02/19/2010
|
(1,104)
|
|
13.8690
|
02/19/2010
|
(573)
|
|
13.7765
|
02/22/2010
|
(556)
|
|
13.7765
|
02/22/2010
|
(841)
|
|
13.1059
|
02/23/2010
|
(817)
|
|
13.1059
|
02/23/2010
|
(1,081)
|
|
12.9833
|
02/24/2010
|
(617)
|
|
12.9833
|
02/24/2010
|
(656)
|
|
13.0041
|
02/25/2010
|
(375)
|
|
13.0041
|
02/25/2010
|
(2,011)
|
|
12.7012
|
02/26/2010
|
(1,149)
|
|
12.7012
|
02/26/2010
|
(1,542)
|
|
12.7571
|
03/01/2010
|
(1,529)
|
|
12.7571
|
03/01/2010
|
RCG PB,
LTD
(1,020)
|
|
13.0208
|
02/09/2010
|
(366)
|
|
13.0929
|
02/10/2010
|
(806)
|
|
13.1165
|
02/11/2010
|
(848)
|
|
13.6066
|
02/12/2010
|
(1,083)
|
|
13.9024
|
02/16/2010
|
(424)
|
|
13.7107
|
02/17/2010
|
(707)
|
|
13.8158
|
02/18/2010
|
(1,138)
|
|
13.8690
|
02/19/2010
|
(573)
|
|
13.7765
|
02/22/2010
|
(842)
|
|
13.1059
|
02/23/2010
|
(549)
|
|
12.9833
|
02/24/2010
|
(334)
|
|
13.0041
|
02/25/2010
|
(1,022)
|
|
12.7012
|
02/26/2010
|
(1,583)
|
|
12.7571
|
03/01/2010
|
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