1
|
NAME
OF REPORTING PERSON
PARCHE, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
256,992
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
256,992
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,992
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
RCG ENTERPRISE, LTD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
256,992
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
256,992
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,992
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
626,659
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
626,659
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
626,659
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
STARBOARD VALUE & OPPORTUNITY FUND, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
736,984
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
736,984
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,984
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
RCG STARBOARD ADVISORS, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,620,635
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,620,635
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
RAMIUS LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,620,635
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,620,635
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
C4S & CO., L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,620,635
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,620,635
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
PETER A. COHEN
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
1,620,635
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,620,635
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
MORGAN B. STARK
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
1,620,635
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,620,635
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JEFFREY M. SOLOMON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
1,620,635
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,620,635
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
THOMAS W. STRAUSS
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
8
|
SHARED
VOTING POWER
1,620,635
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,620,635
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,635
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
A.
|
Parche
|
|
(a)
|
As
of the date hereof, Parche beneficially owned 256,992
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
256,992
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
256,992
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Parche in the past 60 days are set forth in
Schedule B and are incorporated by
reference.
|
B.
|
Starboard
|
(a)
|
As
of the date hereof, Starboard beneficially owned 626,659
Shares.
|
(b)
|
1.
Sole power to vote or direct vote:
626,659
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
626,659
|
|
4.
Shared power to dispose or direct the disposition:
0
|
(c)
|
The
transactions in the Shares by Starboard in the past 60 days are set forth
in Schedule B and are incorporated by
reference.
|
C.
|
Starboard
Value
|
|
(a)
|
As
of the date hereof, Starboard Value beneficially owned 736,984
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
736,984
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
736,984
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Starboard
Value has not entered into any transactions in the Shares during the past
60 days.
|
D.
|
RCG
Enterprise
|
(a)
|
RCG
Enterprise, as the sole non-managing member of Parche and owner of all
economic interests therein, may be deemed the beneficial owner of the
256,992 Shares owned by Parche.
|
(b)
|
1.
Sole power to vote or direct vote:
256,992
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
256,992
|
|
4.
Shared power to dispose or direct the disposition:
0
|
(c)
|
RCG
Enterprise has not entered into any transactions in the Shares during the
past 60 days. The transactions in the Shares by Parche during
the past 60 days are set forth in Schedule B and incorporated herein by
reference.
|
E.
|
RCG
Starboard Advisors
|
|
(a)
|
RCG
Starboard Advisors, as the managing member of each of Parche and Starboard
Value and the investment manager of Starboard, may be deemed the
beneficial owner of the (i) 626,659 Shares owned by Starboard, (ii)
256,992 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,620,635
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,620,635
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares during
the past 60 days on behalf of Parche and Starboard are set forth on
Schedule B and incorporated herein by
reference.
|
F.
|
Ramius
|
|
(a)
|
Ramius,
as the sole member of RCG Starboard Advisors, may be deemed the beneficial
owner of the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares
owned by Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,620,635
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,620,635
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
has not entered into any transactions in the Shares during the past 60
days. The transactions in the Shares during the past 60 days on
behalf of Parche and Starboard are set forth on Schedule B and
incorporated herein by reference.
|
G.
|
C4S
|
|
(a)
|
C4S,
as the managing member of Ramius, may be deemed the beneficial owner of
the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares owned by
Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
|
(b)
|
1.
Sole power to vote or direct vote:
1,620,635
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,620,635
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
has not entered into any transactions in the Shares during the past 60
days. The transactions in the Shares during the past 60 days on
behalf of Parche and Starboard are set forth on Schedule B and
incorporated herein by reference.
|
H.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
Messrs.
Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be
deemed the beneficial owners of the (i) 626,659 Shares owned by Starboard,
(ii) 256,992 Shares owned by Parche and (iii) 736,984 Shares owned by
Starboard Value.
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
1,620,635
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
1,620,635
|
|
(c)
|
None
of Messrs. Cohen, Stark, Strauss and Solomon has entered into any
transactions in the Shares during the past 60 days. The
transactions in the Shares during the past 60 days on behalf of Parche and
Starboard are set forth on Schedule B and incorporated herein by
reference.
|
|
(d)
|
No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such Shares.
|
|
(e)
|
Not
applicable.
|
PARCHE,
LLC
STARBOARD
VALUE &
OPPORTUNITY
FUND, LLC
By:
RCG Starboard Advisors, LLC,
their managing member
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
RCG Starboard Advisors, LLC,
its investment manager
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its sole member
RCG
ENTERPRISE, LTD
By:
Ramius LLC,
its investment manager
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as managing member
C4S
& CO., L.L.C.
|
By:
|
/s/
Jeffrey M. Solomon
|
Name:
Jeffrey M. Solomon
|
|
Title:
Authorized Signatory
|
/s/
Jeffrey M. Solomon
|
||
JEFFREY
M. SOLOMON
|
||
Individually
and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
Name and
Position
|
Principal
Occupation
|
Principal Business
Address
|
Mark
Mitchell
Director
|
Partner
of Ramius LLC
|
599
Lexington Avenue
20th
Floor
New
York, New York 10017
|
Jeffrey
M. Solomon
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
599
Lexington Avenue
20th
Floor
New
York, New York 10017
|
CFS
Company Ltd.
Director
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
Shares
of Common Stock
(Sold)
|
Price
Per
Share($)
|
Date
of
Sale
|
(2,672)
|
21.3478
|
04/07/2008
|
|
(13,120)
|
21.0076
|
04/08/2008
|
|
(5,776)
|
20.7133
|
04/09/2008
|
|
(8,928)
|
20.8155
|
04/10/2008
|
(14,028)
|
21.3478
|
04/07/2008
|
|
(68,880)
|
21.0076
|
04/08/2008
|
|
(30,324)
|
20.7133
|
04/09/2008
|
|
(46,872)
|
20.8155
|
04/10/2008
|