UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 14)
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)
October 25, 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: o.
SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Barington Companies Equity Partners, L.P. |
13-4088890 |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS |
WC |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER
OF
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7) |
SOLE VOTING POWER |
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500,259 | |||||||
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8) |
SHARED VOTING POWER |
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none |
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9) |
SOLE DISPOSITIVE POWER |
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500,259 |
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10) |
SHARED DISPOSITIVE POWER |
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none |
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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500,259 |
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.74% |
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14) |
TYPE OF REPORTING PERSON |
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PN |
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SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Barington Investments, L.P. |
20-2871525 |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS |
WC |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER
OF
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7) |
SOLE VOTING POWER |
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364,107 | |||||||
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8) |
SHARED VOTING POWER |
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none |
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9) |
SOLE DISPOSITIVE POWER |
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364,107 |
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10) |
SHARED DISPOSITIVE POWER |
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none |
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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364,107 |
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.26% |
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14) |
TYPE OF REPORTING PERSON |
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PN |
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SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Barington Companies Advisors, LLC |
20-0327470 |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS |
OO |
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER
OF
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7) |
SOLE VOTING POWER |
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364,107 | |||||||
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8) |
SHARED VOTING POWER |
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500,259 |
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9) |
SOLE DISPOSITIVE POWER |
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364,107 |
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|||
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10) |
SHARED DISPOSITIVE POWER |
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500,259 |
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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864,366 |
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.00% |
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14) |
TYPE OF REPORTING PERSON |
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IA, OO |
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SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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||||
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Barington Companies Investors, LLC |
13-4126527 |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
|||||
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(b) |
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3) |
SEC USE ONLY |
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4) |
SOURCE OF FUNDS |
OO |
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|||
|
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
||||
|
|
|
|
|
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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||||
|
Delaware |
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||||
|
|
|
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NUMBER
OF
|
7) |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
500,259 |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
500,259 |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
500,259 |
|
|
|
|
|
|
|
|
|
|
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
1.74% |
|
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|
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14) |
TYPE OF REPORTING PERSON |
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||||
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|
OO |
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SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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||||
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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||||
|
Barington Companies Offshore Fund, Ltd. |
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
|||||
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(b) |
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3) |
SEC USE ONLY |
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||||
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|
4) |
SOURCE OF FUNDS |
WC |
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|
|||
|
|
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|
|
5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
||||
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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||||
|
British Virgin Islands |
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NUMBER
OF
|
7) |
SOLE VOTING POWER |
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|
|||
672,300 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
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|
none |
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|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
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|
672,300 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
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|
none |
|
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|||
|
|
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|
|
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11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
672,300 |
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
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||||
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13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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||||
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2.33% |
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14) |
TYPE OF REPORTING PERSON |
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||||
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CO |
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SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
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|
||||
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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|
||||
|
Barington Offshore Advisors, LLC |
20-4797640 |
|||||
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2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
|||||
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(b) |
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3) |
SEC USE ONLY |
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||||
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4) |
SOURCE OF FUNDS |
OO |
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|||
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5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
||||
|
|
|
|
|
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6) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
|
Delaware |
|
|
||||
|
|
|
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|
|
|
NUMBER
OF
|
7) |
SOLE VOTING POWER |
|
|
|||
672,300 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
672,300 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
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|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
672,300 |
|
|
|
|
|
|
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|
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12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
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|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
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|
2.33% |
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14) |
TYPE OF REPORTING PERSON |
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|
||||
|
|
|
|
IA, OO |
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SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,536,666 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,536,666 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,536,666 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
5.33% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,536,666 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,536,666 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,536,666 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
5.33% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,538,666 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,538,666 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,538,666 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
5.34% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
186,454 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
186,454 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
186,454 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.65% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
978,916 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
978,916 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
978,916 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
3.40% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,165,370 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IA, OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,165,370 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IA, OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
1,165,370 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
none |
|||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
1,165,370 |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,165,370 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.04% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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 |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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 |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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 |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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 |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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 |
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
|
7) |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
7) |
SOLE VOTING POWER |
|
|
|||
61,958 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
61,958 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
61,958 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.21% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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 |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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) |
|
|
||||
|
|
|
|
0.35% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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) |
|
|
||||
|
|
|
|
0.35% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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) |
|
|
||||
|
|
|
|
0.35% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
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
|
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) |
|
|
||||
|
|
|
|
0.35% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 808194104
1) |
NAME OF REPORTING PERSON |
|
|
||||
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
||||
|
Phillip D. Ashkettle |
|
|||||
|
|
|
|
|
|
|
|
2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
|||||
|
|
|
|
|
(b) |
|
|
|
|
|
|
|
|
|
|
3) |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4) |
SOURCE OF FUNDS |
PF |
|
|
|||
|
|
|
|
|
|
|
|
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
|
7) |
SOLE VOTING POWER |
|
|
|||
9,000 | |||||||
|
|
|
|
|
|
||
8) |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9) |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
9,000 |
|
|
|||
|
|
|
|
|
|
||
10) |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
|
12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
||||
|
|
|
|
|
|
|
|
13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.03% |
|
|
|
|
|
|
|
|
|
|
|
14) |
TYPE OF REPORTING PERSON |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
This Amendment No. 14 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, that certain Amendment No. 8 filed on October 25, 2006, that certain Amendment No. 9 filed on May 30, 2006, that certain Amendment No. 10 filed on June 1, 2006, that certain Amendment No. 11 filed on September 28, 2006, that certain Amendment No. 12 filed on October 10, 2006 and that certain Amendment No. 13 filed on October 12, 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(a)-(c) 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, 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 D.B. Zwirn Special Opportunities Fund (TE), L.P. and Phillip D. Ashkettle, which are no longer members of the group as further described in this Item 2.
As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 2,816,536 shares of Common Stock, representing approximately 9.77% 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 Capital Corp. 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.
D.B. Zwirn Special Opportunities Fund, 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. 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 III 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, 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, 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, D.B. Zwirn Special Opportunities Fund (TE), L.P. is no longer a beneficial owner of the shares of Common Stock and will not be included in future amendments to this Schedule 13D.
Phillip D. Ashkettle will no longer be included as a member of any group with the Reporting Entities as of October 25, 2006. Mr. Ashkettle disclaims membership in any group with the Reporting Entities for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, and will not be included in future amendments to this Schedule 13D.
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.
Item 2(d)-(f) of the Statement is hereby amended and restated as follows:
(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 10,193 shares of Common Stock. The amount of funds expended for such purchases was approximately $244,020.42 by D.B. Zwirn Special Opportunities Fund Ltd. D.B. Zwirn Special Opportunities Fund Ltd. purchased the 10,193 shares of Common Stock from D.B. Zwirn Special Opportunities Fund (TE) L.P. at a price of $23.94 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 amended and supplemented as follows:
On October 25, 2006, the Company entered into an agreement (the Agreement) with the Reporting Entities that will avoid a proxy contest for the election of directors at the Companys 2006 annual meeting of stockholders. A copy of the joint press release announcing the Agreement is attached as Exhibit 99.19 hereto and incorporated by reference herein.
The following is a brief description of the terms of the Agreement, which description is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.20 hereto and incorporated by reference herein.
Under the terms of the Agreement, the Reporting Entities have agreed to (a) withdraw notice of the intention of Barington to nominate persons for election as directors at the 2006 annual meeting, (b) file with the Delaware Court of Chancery a notice of dismissal of its lawsuit against the Company seeking an order directing the Company to permit Barington to be able to exercise its right as a stockholder to inspect and copy certain books, records and documents of the Company under Delaware law and (c) abide by certain limited standstill provisions until the Companys 2007 annual meeting.
The Company has agreed to include Michael A. McManus, Jr. on the Boards slate of nominees for the 2006 annual meeting for election as a director for a three-year term ending at the Companys 2009 annual meeting. The four-person slate will also include James S. Marlen, Ernest J. Novak, Jr. and Howard R. Curd. Mr. McManus is the President, Chief Executive Officer and a director of Misonix, Inc., a medical device company, and a member of the advisory board of Barington. Previously, Mr. McManus was the President and Chief Executive Officer of New York Bancorp Inc. He has also served in numerous government capacities, including as Assistant to the President of the United States from 1982 to 1985 and as Special Assistant to the Secretary of Commerce during the Ford Administration, and as a member of the Board of Directors of the U.S. Olympic Committee.
The Company has also agreed to redeem the rights issued to the Companys stockholders under its rights agreement and to cause the rights agreement to be terminated and of no further force or effect.
In addition, the Board of Directors of the Company has agreed to form a special committee (the Special Committee) consisting of James Mitarotonda, a director of the Company and the Chairman and CEO of Barington Capital Group, L.P., and two other independent directors. The Special Committee is being formed to supervise and oversee the creation and/or completion by the Company of a detailed operating budget (the Budget) as well as a business plan to improve the Companys operations and profitability (the Business Plan). The Business Plan is required to include measures designed to:
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return the North American operations to pre-tax profitability; |
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reduce the Companys effective income tax rates; |
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reduce the Companys working capital; |
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reduce the Companys selling, general and administrative expenses; and |
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improve the Companys gross margins. |
The Company and its management team have agreed to work with the Special Committee to create and/or complete the Budget and the Business Plan as promptly as practicable, for presentation to the Board for adoption at its January 2007 board meetings. Following the adoption of the Business Plan, the Company will issue a press release announcing key aspects of the Business Plan considered relevant to the Companys stockholders.
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 the date of this filing, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 500,259 shares of Common Stock, representing approximately 1.74% of the shares of Common Stock presently outstanding based upon the 28,832,426 shares of Common Stock reported by the Company to be issued and outstanding as of June 30, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on July 7, 2006 (the Issued and Outstanding Shares).
As of the date of this filing, Barington Investments, L.P. beneficially owns 364,107 shares of Common Stock, constituting approximately 1.26% of the Issued and Outstanding Shares. As of the date of this filing, Barington Companies Offshore Fund, Ltd. beneficially owns 672,300 shares of Common Stock, constituting approximately 2.33% 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 364,107 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 864,366 shares, constituting approximately 3.00% 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.74% 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 672,300 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 2.33% 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 364,107 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 672,300 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,536,666 shares, constituting approximately 5.33% 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 364,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 672,300 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,536,666 shares of Common Stock, constituting approximately 5.33% 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 364,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 672,300 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,536,666 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, also beneficially owns 2,000 restricted shares of Common Stock granted to him under the Companys 2002 Equity Incentive Plan. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 1,538,666 shares of Common Stock, constituting approximately 5.34% 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 500,259 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 500,259 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 364,107 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 672,300 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. Mr. Mitarotonda has sole voting and dispositive power with respect to the 2,000 shares of restricted Common Stock beneficially owned by him.
As of the date of this filing, each of Starboard Value & Opportunity Fund, LLC and Parche, LLC beneficially own 978,916 and 186,454 shares of Common Stock, respectively, constituting approximately 3.40% and 0.65%, 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 978,916 shares and the 186,454 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,165,370 shares, constituting approximately 4.04% 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 978,916 shares and the 186,454 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,165,370 shares, constituting approximately 4.04% 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 978,916 shares and the 186,454 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,165,370 shares, constituting approximately 4.04% 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 978,916 shares and the 186,454 shares of Common Stock owned by Starboard Value & Opportunity Fund, LLC and Parche, LLC, respectively, representing an aggregate of 1,165,370 shares, constituting approximately 4.04% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 978,916 shares and the 186,454 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 the date of this filing, 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 the date of this filing, D.B. Zwirn Special Opportunities Fund, L.P. beneficially owns 8,630 shares of Common Stock constituting approximately 0.03% of the Issued and Outstanding Shares. As of the date of this filing, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 61,958 shares and 29,412 shares of Common Stock, respectively, constituting approximately 0.21% 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, 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 61,958 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 0.35% 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 61,958 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 0.35% 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 61,958 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 0.35% 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 61,958 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 0.35% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
As of the date of this filing, Phillip D. Ashkettle owns 9,000 shares of Common Stock, constituting approximately 0.03% of the Issued and Outstanding Shares.
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 persons 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 7. |
Material to be Filed as Exhibits. |
Item
7 of the Statement is hereby amended and supplemented as follows:
Exhibit No. |
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Exhibit Description |
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99.19 |
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Joint Press Release dated October 26, 2006. |
99.20 |
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Agreement among A. Schulman Inc., 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 October 26, 2006. |
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: October 26, 2006
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BARINGTON COMPANIES EQUITY | ||
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By: |
Barington Companies Investors, LLC, its general partner |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON INVESTMENTS, L.P. |
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By: |
Barington Companies Advisors, LLC, its general partner |
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES ADVISORS, LLC | ||
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES INVESTORS, LLC | ||
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES OFFSHORE FUND, LTD. | ||
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
President |
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BARINGTON OFFSHORE ADVISORS, LLC | ||
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
Authorized Signatory |
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BARINGTON CAPITAL GROUP, L.P. | ||
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By: |
LNA Capital Corp., its general |
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
President and CEO |
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LNA CAPITAL CORP. | ||
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By: |
/s/ James A. Mitarotonda |
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Name: |
James A. Mitarotonda |
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Title: |
President and CEO |
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/s/ James A. Mitarotonda |
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James A. Mitarotonda |
STARBOARD
VALUE & |
ADMIRAL
ADVISORS, LLC |
PARCHE,
LLC |
RAMIUS
CAPITAL GROUP, L.L.C. |
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C4S & CO., L.L.C. |
| |
By: |
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Name: |
Jeffrey M. Solomon |
Title: |
Authorized Signatory |
JEFFREY M. SOLOMON |
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Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss |
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RJG CAPITAL PARTNERS, L.P. | |
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Name: |
Ronald J. Gross |
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Title: |
Managing Member |
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RJG CAPITAL MANAGEMENT, LLC | |
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By: |
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Name: |
Ronald J. Gross |
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Title: |
Managing Member |
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/s/ Ronald J. Gross |
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Ronald J. Gross |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. |
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By: |
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its general partner |
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By: |
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its managing member |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. |
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By: |
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its general partner |
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By: |
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its managing member |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. | |
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By: |
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By: |
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By: |
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By: |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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HCM/Z SPECIAL OPPORTUNITIES LLC | |
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By: |
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By: |
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By: |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B. ZWIRN & CO., L.P. | |
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By: |
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By: |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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DBZ GP, LLC |
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By: |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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ZWIRN HOLDINGS, LLC | |
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By: |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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/s/ Daniel B. Zwirn |
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Daniel B. Zwirn |
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/s/ Phillip D. Ashkettle |
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Phillip D. Ashkettle |
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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James
A. Mitarotonda |
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Chairman
and Chief Executive |
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888
Seventh Avenue |
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Sebastian
E. Cassetta |
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Senior
Managing Director and |
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888
Seventh Avenue |
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Jonathan
Clipper |
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Managing
Director of |
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7
Reid Street, Suite 108 |
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Graham
Cook |
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Director/Manager,
Corporate |
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Bison
Court |
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Forum
Fund Services, Ltd. |
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Fund Administration |
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Washington
Mall 1, 3rd Flr. |
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Melvyn
Brunt |
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Chief
Financial Officer of |
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888
Seventh Avenue |
SCHEDULE II
Officers of LNA Capital Corp.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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James
A. Mitarotonda |
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Chairman
and Chief Executive Officer of Barington Capital Group, L.P. |
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888
Seventh Avenue |
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Sebastian
E. Cassetta |
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Senior
Managing Director and Chief Operating Officer of Barington Capital Group, L.P. |
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888
Seventh Avenue |
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Melvyn
Brunt |
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Chief
Financial Officer of |
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888
Seventh Avenue |
SCHEDULE III
Directors of D.B. Zwirn Special Opportunities Fund, Ltd.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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Daniel
B. Zwirn |
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Managing Partner of D.B. Zwirn & Co., L.P. |
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745
Fifth Avenue |
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Alison
Nolan |
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Managing Director of Athena International Management Limited |
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Ugland House, 113 South Church Street, George Town, Grand Cayman |
Directors of HCM/Z Special Opportunities LLC
Name and Position |
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Principal Occupation |
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Principal Business Address |
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Glenn
R. Dubin |
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Managing Member/Co-Founder of Highbridge Capital Management and Co-Chairman of Dubin & Swieca Capital Management |
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9
West 57th Street |
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Hugh
G. Thompson |
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Senior Vice President of Maples Finance Limited |
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PO
Box 1093GT |
SCHEDULE IV
This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in open market transactions.
Shares sold on behalf of D.B. Zwirn Special Opportunities Fund (TE), L.P.
Date |
|
Number
of |
|
Price Per Share |
|
Cost(*) |
|
||
|
|
|
|
|
|
|
|
||
10/13/2006 |
|
(10,193 |
) |
$ |
23.9400 |
|
$ |
(244,020.42 |
) |
Shares purchased on behalf of D.B. Zwirn Special Opportunities Fund, Ltd.
Date |
|
Number
of |
|
Price Per Share |
|
Cost(*) |
|
||
|
|
|
|
|
|
|
|
||
10/13/2006 |
|
10,193 |
|
$ |
23.9400 |
|
$ |
244,020.42 |
|
(*) |
Excludes commissions and other execution-related costs. |