| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
| (Rule 13d-101) |
| (Amendment No. 9) |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) |
|
| A. Schulman, Inc. | |
| (Name of Issuer) | |
| Common Stock, par value $1.00 per share | |
| (Title of Class of Securities) | |
| 808194104 | |
| (CUSIP Number) | |
| Mr. James A. Mitarotonda | |
| c/o Barington Companies Equity Partners, L.P. | |
| 888 Seventh Avenue, 17th Floor | |
| New York, NY 10019 | |
| (212) 974-5700 | |
| (Name, Address and Telephone Number of | |
| Person Authorized to Receive Notices | |
| and Communications) | |
| May 24, 2006 | |
| (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: 
.
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 13-4088890 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a)  (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 495,893 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 495,893 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,893 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.70% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Investments, L.P. 20-2871525 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 360,921 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 360,921 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,921 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.23% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Advisors, LLC 20-0327470 |
||
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 360,921 |
|
| 8 | SHARED VOTING POWER 495,893 |
||
| 9 | SOLE DISPOSITIVE POWER 360,921 |
||
| 10 | SHARED DISPOSITIVE POWER 495,893 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 856,814 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.93% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Investors, LLC 13-4126527 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER none |
|
| 8 | SHARED VOTING POWER 495,893 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 495,893 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,893 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.70% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Offshore Fund, Ltd. |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 574,798 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 574,798 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 574,798 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.97% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Offshore Advisors, LLC 20-4797640 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 574,798 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 574,798 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 574,798 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.97% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Capital Group, L.P. 13-3635132 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION New York |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,431,612 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,431,612 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,612 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.90% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LNA Capital Corp. 13-3635168 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,431,612 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,431,612 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,612 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.90% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Mitarotonda |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,431,612 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,431,612 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,612 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.90% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Parche, LLC 20-0870632 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 184,826 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 184,826 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,826 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.63% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Starboard Value & Opportunity Fund, LLC 20-0666124 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 970,372 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 970,372 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 970,372 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.32% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Admiral Advisors, LLC 37-1484525 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,155,198 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,155,198 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ramius Capital Group, L.L.C. 13-3937658 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,155,198 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,155,198 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C4S & Co., L.L.C. 13-3946794 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 1,155,198 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,155,198 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Cohen |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER none |
|
| 8 | SHARED VOTING POWER 1,155,198 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 1,155,198 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan B. Stark |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER none |
|
| 8 | SHARED VOTING POWER 1,155,198 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 1,155,198 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey M. Solomon |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER none |
|
| 8 | SHARED VOTING POWER 1,155,198 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 1,155,198 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas W. Strauss |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER none |
|
| 8 | SHARED VOTING POWER 1,155,198 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 1,155,198 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millenco, L.P. 13-3532932 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 39,868 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 39,868 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,868 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14% |
||
| 14 | TYPE
OF REPORTING PERSON PN, BD |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millennium Management, L.L.C. 13-3804139 |
||
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 39,868 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 39,868 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,868 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Israel A. Englander |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 39,868 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 39,868 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,868 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Partners, L.P. 20-0133443 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 12,500 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 12,500 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Management, LLC 20-0027325 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 12,500 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 12,500 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Gross |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 12,500 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 12,500 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, L.P. 73-1637217 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 8,630 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 8,630 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,630 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund (TE), L.P. 20-0024165 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 10,193 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 10,193 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,193 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, Ltd. |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 51,765 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 51,765 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,765 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.18% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCM/Z Special Opportunities LLC 98-0436333 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS WC |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 29,412 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 29,412 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,412 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn & Co., L.P. 02-0597442 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 100,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 100,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DBZ GP, LLC 42-1657316 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 100,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 100,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zwirn Holdings, LLC 30-0080444 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 100,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 100,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 808194104 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel B. Zwirn |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (b) |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO |
||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | SOLE VOTING POWER 100,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 100,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.34% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
This Amendment No. 9 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2005, as amended by that certain Amendment No. 1 filed on July 1, 2005, that certain Amendment No. 2 filed on August 3, 2005, that certain Amendment No. 3 filed on August 25, 2005, that certain Amendment No. 4 filed on September 8, 2005, that certain Amendment No. 5 filed on September 13, 2005, that certain Amendment No. 6 filed on September 28, 2005, that certain Amendment No. 7 filed on October 11, 2005 and that certain Amendment No. 8 filed on October 25, 2006 (together, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $1.00 per share (the “Common Stock”), of A. Schulman, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 3550 West Market Street, Akron, Ohio 44333.
Item 2. Identity and Background.
Item 2 of the Statement is hereby amended and restated as follows:
(a) – (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Starboard Value & Opportunity Fund, LLC, Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a “Reporting Entity” and, collectively, the “Reporting Entities”). The Statement is also being filed by Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander, who are no longer members of the group as further described in this Item 2.
As of May 25, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 2,699,310 shares of Common Stock, representing approximately 9.23% of the shares of Common Stock presently outstanding.
Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.
The investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.
The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Investors, LLC.
The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.
Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is a Delaware limited liability company. The address of the principal business and principal office of each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Starboard Value & Opportunity Fund, LLC and Parche, LLC has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.
The managing member of each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is Admiral Advisors, LLC, a Delaware limited liability company formed to be the managing member of Parche, LLC. The address of the principal business and principal office of Admiral Advisors, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.
The sole member of Admiral Advisors, LLC is Ramius Capital Group, L.L.C. Ramius Capital Group, L.L.C. is a Delaware limited liability company that is engaged in money management and investment advisory services for third parties and proprietary accounts. The address of the principal business and principal office of Ramius Capital Group, L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. The managing member of Ramius Capital Group, L.L.C. is C4S & Co., L.L.C., a Delaware limited liability company formed to be the managing member of Ramius Capital Group, L.L.C. The address of the principal business and principal office of C4S & Co., L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co., L.L.C. The business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017.
RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal offices of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.
The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald Gross is the Managing Member of RJG Capital Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.
Each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. is a Delaware limited partnership formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151.
D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West Indies. HCM/Z Special Opportunities LLC is an exempted company organized under the laws of the Cayman Islands formed to be used as an investment vehicle. The address of the principal business and principal office of HCM/Z Special Opportunities LLC is c/o Highbridge Capital Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies. There are no officers of D.B. Zwirn Special Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.
The manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC is D.B. Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership that acts as the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. The address of the principal business and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the general partner of D.B. Zwirn & Co., L.P. The address of the principal business and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.
The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn Holdings, LLC is a Delaware limited liability company that acts as the managing member of DBZ GP, LLC. The address of the principal business and principal office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New York, New York 10151.
As a result of the transaction described in Item 3 below, Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander are no longer beneficial owners of the shares of Common Stock previously held in an investment account managed by Barington Companies Advisors, LLC on behalf of Millenco, L.P. and will no longer be a party to any further Schedule 13D filings by the Reporting Entities.
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(d) – (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., Alison Nolan, a director of D.B. Zwirn Special Opportunities Fund, Ltd., and Hugh Thompson, a director of HCM/Z Special Opportunities LLC, each of whom is a citizen of the United Kingdom, and Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:
Since the filing of the Statement, the Reporting Entities purchased an aggregate of 599,531 shares of Common Stock. The amount of funds expended for such purchases was approximately $5,706,149.45 by Barington Companies Offshore Fund Ltd. and $8,792,035.56 by Barington Investments, L.P. As part of these transactions, on May 25, 2006, Barington Investments, L.P. purchased an aggregate of 360,921 shares of Common Stock from Millenco, L.P. at a price of $24.36 per share.
All purchases and sales of Common Stock by the Reporting Entities were made in open market transactions. All transactions effected since the filing of the Statement are described in Schedule IV attached hereto. All purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Statement is hereby supplemented as follows:
Pursuant to the agreement dated as of October 21, 2005 (the “Agreement”) among the Company and certain of the Reporting Entities signatory thereto, the Company agreed to effect and consummate a self-tender offer (the “Self-Tender Offer”) pursuant to which the Company would repurchase for cash 8,750,000 shares of Common Stock at a price of no less than $20 per share. The Agreement provides that the standstill period applicable to the Reporting Entities (the “Standstill Period”) will terminate if the Company has not consummated the repurchase of 8,750,000 shares of Common Stock in the Self-Tender Offer by April 30, 2006.
On April 25, 2006, the Company announced that it had accepted for purchase only 2,071,585 shares of Common Stock at a price of $24.00 per share in connection with its Self-Tender Offer, which expired at 5:00 p.m. (New York City time) on Tuesday, April 11, 2006. As a result, the Standstill Period terminated after the close of business on April 30, 2006. Among other things, the termination of the Standstill Period eliminated certain restrictions on the ability of the Reporting Entities to purchase additional shares of Common Stock of the Company.
The foregoing description of certain of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.12 to the Statement and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) of the Statement are hereby amended and restated as follows:
(a) As of May 25, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 495,893 shares of Common Stock, representing approximately 1.70% of the shares of Common Stock presently outstanding based upon the 29,230,113 shares of Common Stock assumed by the Reporting Entities to be issued and outstanding (the “Issued and Outstanding Shares”), based upon the 31,301,698 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2006 in its Form 10-Q filed with the SEC on April 10, 2006, less the 2,071,585 shares of Common Stock accepted for purchase by the Company in the Self-Tender Offer as reported by the Company in its Form 8-K filed with the SEC on April 25, 2006.
As of May 25, 2006, Barington Investments, L.P. beneficially owns 360,921 shares of Common Stock, constituting approximately 1.23% of the Issued and Outstanding Shares. As of May 25, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 574,798 shares of Common Stock, constituting approximately 1.97% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 360,921 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 856,814 shares, constituting approximately 2.93% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.70% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the 574,798 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 1.97% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 360,921 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 574,798 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,431,612 shares, constituting approximately 4.90% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 360,921 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 574,798 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,431,612 shares of Common Stock, constituting approximately 4.90% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 360,921 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 574,798 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,431,612 shares of Common Stock, constituting approximately 4.90% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 495,893 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 360,921 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 574,798 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
As of May 25, 2006, each of Starboard Value & Opportunity Fund, LLC and Parche, LLC beneficially own 970,372 and 184,826 shares of Common Stock, respectively, constituting approximately 3.32% and 0.63%, respectively, of the Issued and Outstanding Shares. As the managing member of Starboard Value & Opportunity Fund, LLC, and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 970,372 shares and the 184,826 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.95% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the 970,372 shares and the 184,826 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.95% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 970,372 shares and the 184,826 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.95% of the Issued and Outstanding Shares. As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 970,372 shares and the 184,826 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.95% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 970,372 shares and the 184,826 shares owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.
As of May 25, 2006, RJG Capital Partners, L.P. beneficially owns 12,500 shares of Common Stock, constituting approximately 0.04% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 12,500 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 12,500 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 12,500 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
As of May 25, 2006, each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. beneficially own 8,630 shares and 10,193 shares of Common Stock, respectively, constituting approximately 0.03% and 0.03%, respectively, of the Issued and Outstanding Shares. As of May 25, 2006, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 51,765 shares and 29,412 shares of Common Stock, respectively, constituting approximately 0.18% and 0.10%, respectively, of the Issued and Outstanding Shares.
As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 8,630 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 10,193 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 51,765 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 100,000 shares, constituting approximately 0.34% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 8,630 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 10,193 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 51,765 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 100,000 shares, constituting approximately 0.34% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 8,630 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 10,193 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 51,765 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 100,000 shares, constituting approximately 0.34% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 8,630 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 10,193 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 51,765 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 100,000 shares, constituting approximately 0.34% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.
Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.
| Item 6. | Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Statement is hereby amended and supplemented as follows:
Barington Companies Advisors, LLC is compensated for its services as the general partner of Barington Investments, L.P. by an affiliate of Millennium Partners, L.P., the limited partner of Barington Investments, L.P., pursuant to a separate agreement.
| Item 7. | Material to be Filed as Exhibits. |
| Item 7 of the Statement is hereby amended and supplemented as follows: |
| Exhibit No. | Exhibit Description | ||
| 99.13 | Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Starboard Value & Opportunity Fund, LLC, Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated May 26, 2006 (which supersedes and replaces the Agreement of Joint Filing dated October 25, 2005, as previously filed as Exhibit 99.10 to the Schedule 13D filed with the SEC on October 25, 2005). |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
| Dated: May 26, 2006 | BARINGTON COMPANIES EQUITY PARTNERS, L.P. |
||
| By: | Barington Companies Investors, LLC, its general partner | ||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | Managing Member | ||
| BARINGTON INVESTMENTS, L.P. | |||
| By: | Barington Companies Advisors, LLC, its general partner | ||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | Managing Member | ||
| BARINGTON COMPANIES ADVISORS, LLC | |||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | Managing Member | ||
| BARINGTON COMPANIES INVESTORS, LLC | |||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | Managing Member | ||
| BARINGTON COMPANIES OFFSHORE FUND, LTD. | |||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | President | ||
| BARINGTON OFFSHORE ADVISORS, LLC | |||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | Authorized Signatory | ||
| BARINGTON CAPITAL GROUP, L.P. | |||
| By: | LNA Capital Corp., its general partner |
||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | President and CEO | ||
| LNA CAPITAL CORP. | |||
| By: | /s/ James A. Mitarotonda | ||
| Name: | James A. Mitarotonda | ||
| Title: | President and CEO | ||
| /s/ James A. Mitarotonda | |||
| James A. Mitarotonda | |||
| STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member PARCHE, LLC By: Admiral Advisors, LLC, its managing member |
ADMIRAL ADVISORS, LLC By: Ramius Capital Group, L.L.C., its sole member RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C. |
| By: /s/ Jeffrey M. Solomon Name: Jeffrey M. Solomon Title: Authorized Signatory |
|
| JEFFREY M. SOLOMON /s/ Jeffrey M. Solomon Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss |
|
| MILLENCO, L.P. | |||
| By: | Millennium Management, L.L.C., its general partner | ||
| By: | /s/ David Nolan | ||
| Name: | David Nolan | ||
| Title: | Executive Vice President | ||
| MILLENNIUM MANAGEMENT, L.L.C. | |||
| By: | /s/ David Nolan | ||
| Name: | David Nolan | ||
| Title: | Executive Vice President | ||
| /s/ Israel A. Englander by Simon M. Lorne pursuant to Power of Attorney previously filed with the SEC |
|||
| Israel A. Englander | |||
| RJG CAPITAL PARTNERS, L.P. | |||
| By: | RJG Capital Management, LLC, its general partner | ||
| By: | /s/ Ronald J. Gross____________________ | ||
| Name: | Ronald J. Gross | ||
| Title: | Managing Member | ||
| RJG CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Ronald J. Gross____________________ | ||
| Name: | Ronald J. Gross | ||
| Title: | Managing Member | ||
| /s/ Ronald J. Gross_______________________ | |||
| Ronald J. Gross | |||
| D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. | |||
| By: D.B. ZWIRN PARTNERS, LLC, | |||
| its general partner | |||
| BY: ZWIRN HOLDINGS, LLC, | |||
| its managing member | |||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. | |||
| By: D.B. ZWIRN PARTNERS, LLC, | |||
| its general partner | |||
| BY: ZWIRN HOLDINGS, LLC, | |||
| its managing member | |||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. | |||
| By: | D.B. Zwirn & Co., L.P., its manager | ||
| By: | DBZ GP, LLC, its general partner | ||
| By: | Zwirn Holdings, LLC, its managing member | ||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| HCM/Z SPECIAL OPPORTUNITIES LLC | |||
| By: | D.B. Zwirn & Co., L.P., its manager | ||
| By: | DBZ GP, LLC, its general partner | ||
| By: | Zwirn Holdings, LLC, its managing member | ||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| D.B. ZWIRN & CO., L.P. | |||
| By: DBZ GP, LLC, its general partner | |||
| By: Zwirn Holdings, LLC, its managing member | |||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| DBZ GP, LLC | |||
| By: | Zwirn Holdings, LLC, its managing member | ||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| ZWIRN HOLDINGS, LLC | |||
| By: | /s/ Daniel B. Zwirn | ||
| Name: | Daniel B. Zwirn | ||
| Title: | Managing Member | ||
| /s/ Daniel B. Zwirn | |||
| Daniel B. Zwirn | |||
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd.
| Name and Position | Principal Occupation | Principal Business Address |
| James A. Mitarotonda | Chairman and Chief Executive | 888 Seventh Avenue |
| Director and President | Officer of Barington Capital | 17th Floor |
| Group, L.P. | New York, NY 10019 | |
| Sebastian E. Cassetta | Senior Managing Director and | 888 Seventh Avenue |
| Director | Chief Operating Officer of | 17th Floor |
| Barington Capital Group, L.P. | New York, NY 10019 | |
| Jonathan Clipper | Managing Director of | 7 Reid Street, Suite 108 |
| Director | Bedford Management Ltd. | Hamilton HM11, Bermuda |
| Graham Cook | Director/Manager, Corporate | Bison Court |
| Director | Services of Byson Financial | P.O. Box 3460 |
| Services, Ltd. | Road Town, Tortola | |
| British Virgin Islands | ||
| Forum Fund Services, Ltd. | Fund Administration | Washington Mall 1, 3rd Flr. |
| Secretary | 22 Church Street | |
| Hamilton HM11, Bermuda | ||
| Melvyn Brunt | Chief Financial Officer of | 888 Seventh Avenue |
| Treasurer | Barington Capital Group, L.P. | 17th Floor |
| New York, NY 10019 |
SCHEDULE II
Officers of LNA Capital Corp.
| Name and Position | Principal Occupation | Principal Business Address |
| James A. Mitarotonda President and CEO |
Chairman and Chief Executive Officer of Barington Capital Group, L.P. |
888 Seventh Avenue 17th Floor New York, NY 10019 |
| Sebastian E. Cassetta Secretary |
Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P. |
888 Seventh Avenue 17th Floor New York, NY 10019 |
| Melvyn Brunt Treasurer |
Chief Financial Officer of Barington Capital Group, L.P. |
888 Seventh Avenue 17th Floor New York, NY 10019 |
SCHEDULE III
Directors of D.B. Zwirn Special Opportunities Fund, Ltd.
| Name and Position | Principal Occupation | Principal Business Address |
| Daniel B. Zwirn Director |
Managing Partner of D.B. Zwirn & Co., L.P. | 745 Fifth Avenue 18th Floor New York, NY 10151 |
| Alison Nolan Director |
Managing Director of Athena International Management Limited | Ugland House, 113 South Church Street, George Town, Grand Cayman |
Directors of HCM/Z Special Opportunities LLC
| Name and Position | Principal Occupation | Principal Business Address |
| Glenn R. Dubin Director |
Managing Member/Co-Founder of Highbridge Capital Management and Co-Chairman of Dubin & Swieca Capital Management | 9 West 57th Street 27th Floor New York, NY 10019 |
| Hugh G. Thompson Director |
Senior Vice President of Maples Finance Limited | PO Box 1093GT Queensgate House South Church Street, George Town Grand Cayman, Cayman Islands |
SCHEDULE IV
This schedule sets forth information with respect to each purchase or sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.
Shares purchased by Barington Investments, L.P.
| Number of | ||||||||||
| Date | Shares | Price Per Share | Cost(*) | |||||||
| 5/25/2006 | 360,921 | $24.360 | $8,792,035.56 |
Shares purchased by Barington Companies Offshore Fund, Ltd.
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 5/2/2006 | 8,649 | $ 24.050 | $ 208,008.45 | |||||||
| 5/3/2006 | 92 | $ 24.250 | $ 2,231.00 | |||||||
| 5/4/2006 | 39,969 | $ 24.341 | $ 972,885.43 | |||||||
| 5/8/2006 | 8,993 | $ 24.657 | $ 221,740.40 | |||||||
| 5/11/2006 | 36,581 | $ 23.967 | $ 876,736.83 | |||||||
| 5/12/2006 | 9,682 | $ 23.797 | $ 230,402.55 | |||||||
| 5/17/2006 | 25,000 | $ 23.495 | $ 587,375.00 | |||||||
| 5/18/2006 | 25,000 | $ 23.688 | $ 592,200.00 | |||||||
| 5/19/2006 | 25,000 | $ 23.428 | $ 585,700.00 | |||||||
| 5/24/2006 | 41,405 | $ 23.886 | $ 988,999.83 | |||||||
| 5/25/2006 | 18,239 | $ 24.117 | $ 439,869.96 |
Shares sold on behalf of Millenco, L.P.
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 5/25/2006 | (360,921) | $24.360 | ($8,792,035.56) |
Shares sold by D.B. Zwirn Special Opportunities Fund, L.P.
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 3/14/2006 | (1,463) | $ 24.2495 | $ (35,476.95) | |||||||
| 3/15/2006 | (1,239) | $ 24.1771 | $ (29,955.38) | |||||||
| 3/16/2006 | (1,799) | $ 24.1706 | $ (43,482.87) | |||||||
| 3/17/2006 | (3,646) | $ 24.0031 | $ (87,515.30) | |||||||
| 3/20/2006 | (2,313) | $ 24.0920 | $ (55,724.80) | |||||||
| 3/22/2006 | (2,376) | $ 23.6288 | $ (56,141.98) | |||||||
| 3/23/2006 | (3,160) | $ 23.8158 | $ (75,257.83) | |||||||
| 3/24/2006 | (1,909) | $ 24.0000 | $ (45,816.00) | |||||||
| 3/27/2006 | (1,371) | $ 24.0000 | $ (32,904.00) | |||||||
| 3/28/2006 | (487) | $ 24.0000 | $ (11,688.00) |
Shares sold by D.B. Zwirn Special Opportunities Fund (TE)
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 3/14/2006 | (1,465) | $ 24.0920 | $ (35,294.78) | |||||||
| 3/15/2006 | (1,240) | $ 23.6288 | $ (29,299.69) | |||||||
| 3/16/2006 | (1,801) | $ 23.8158 | $ (42,892.20) | |||||||
| 3/17/2006 | (3,647) | $ 24.0000 | $ (87,528.00) | |||||||
| 3/20/2006 | (2,316) | $ 24.0000 | $ (55,584.00) | |||||||
| 3/22/2006 | (2,377) | $ 18.7293 | $ (44,519.55) | |||||||
| 3/23/2006 | (3,160) | $ 18.9028 | $ (59,732.85) | |||||||
| 3/27/2006 | (1,621) | $ 18.7429 | $ (30,382.24) | |||||||
| 3/28/2006 | (577) | $ 18.8114 | $ (10,854.18) |
Shares sold by D.B. Zwirn Special Opportunities Fund, Ltd.
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 3/14/2006 | (8,780) | $ 16.6875 | $ (146,516.38) | |||||||
| 3/15/2006 | (7,434) | $ 17.4976 | $ (130,077.48) | |||||||
| 3/16/2006 | (10,796) | $ 17.6220 | $ (190,247.11) | |||||||
| 3/17/2006 | (21,877) | $ 17.6038 | $ (385,118.33) | |||||||
| 3/20/2006 | (13,882) | $ 18.1407 | $ (251,829.14) | |||||||
| 3/22/2006 | (14,256) | $ 18.7499 | $ (267,299.14) | |||||||
| 3/23/2006 | (18,958) | $ 19.0037 | $ (360,271.61) | |||||||
| 3/24/2006 | (11,458) | $ 17.1800 | $ (196,848.44) | |||||||
| 3/27/2006 | (8,225) | $ 16.9960 | $ (139,792.10) | |||||||
| 3/28/2006 | (2,923) | $ 17.1970 | $ (50,266.83) |
Shares sold by HCM/Z Special Opportunities LLC
| Date | Number of Shares | Price Per Share | Cost(*) | |||||||
| 3/20/2006 | (6,489) | $ 18.8000 | $ (121,993.20) | |||||||
| 3/22/2006 | (6,664) | $ 18.8000 | $ (125,283.20) | |||||||
| 3/23/2006 | (8,862) | $ 18.4626 | $ (163,615.56) | |||||||
| 3/24/2006 | (5,356) | $ 18.6000 | $ (99,621.60) | |||||||
| (*) Excludes commissions and other execution-related costs. | ||||||||||