UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK CITY, NY 10017 |
 |  X |  |  |
C4S & CO LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
COHEN PETER A C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  | See Explanation of Responses |
STARK MORGAN B C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
STRAUSS THOMAS W C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
SOLOMON JEFFREY M C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
Starboard Value & Opportunity Master Fund Ltd C/O CITCO FUND SERVICES LTD WEST BAY RD Â |
 |  X |  |  |
Parche, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
RCG STARBOARD ADVISORS, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
 |  X |  |  |
RCG Enterprise Ltd C/O CITCO FUND SERVICES LTD WEST BAY ROAD Â |
 |  X |  |  |
By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: Starboard Value and Opportunity Master; By: /s/ Owen S. Littman, Authorized Signatory | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 01/08/2008 | |
**Signature of Reporting Person | Date | |
By: RCG Enterprise, Ltd; By: /s/ Owen S. Littman, Authorized Signatory | 01/08/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Persons became 10% owners of the Shares of the Issuer solely as a result of the Issuer reporting a reduction in the number of its Shares outstanding. |
(2) | Consists of Shares owned directly by Parche, LLC (Parche). As the sole non-managing member of Parche and owner of all economic interests therein, RCG Enterprise, Ltd (RCG Enterprise) may be deemed to beneficially own the Shares beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Parche. As the sole member of RCG Starboard Advisors, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche. |
(3) | (continued from previous footnote) Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Enterprise, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
(4) | Consists of Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, RCG Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |