UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 24)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
L Q Corporation, Inc.
---------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
50213T104
---------
(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)
February 9, 2007
----------------
(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: [_].
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Equity Partners, L.P. 13-4088890
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 92,488
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 92,488
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,488
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.88%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
2
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Investors, LLC 13-4126527
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 92,488
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 92,488
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,488
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.88%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
3
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Offshore Fund, Ltd.
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________
4) SOURCE OF FUNDS WC
________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7)SOLE VOTING POWER
NUMBER OF 151,161
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 151,161
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,161
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
4
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Offshore Advisors II, LLC 20-8325785
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 151,161
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 151,161
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,161
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
IA, OO
5
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Offshore Advisors, LLC 20-4797640
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
________________________________________________________________________________
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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF none
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON none
WITH __________________________________________________
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)
none
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
IA, OO
6
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
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) [X]
(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
New York
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 369,213
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 369,213
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,213
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.49%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
7
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
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) [X]
(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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 369,213
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 369,213
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,213
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.49%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
8
SCHEDULE 13D
CUSIP No. 50213T104
-------------------
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) [X]
(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
________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 529,413*
SHARES __________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 529,413*
WITH __________________________________________________
10) SHARED DISPOSITIVE POWER
none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,413*
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.69%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
*Includes 160,200 shares of the Company's common stock issuable upon exercise of
options granted to Mr. Mitarotonda under the Company's stock option plan, which
are exercisable within 60 days of February 13, 2007.
9
This Amendment No. 24 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on October 9, 2001 (as
amended, the "Statement"), by and on behalf of Barington Companies Equity
Partners, L.P. and others with respect to the common stock, par value $0.001 per
share (the "Common Stock"), of L Q Corporation, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
888 Seventh Avenue, 17th Floor, New York, NY 10019.
Item 2. Identity and Background.
Item 2 of the Statement is hereby amended and restated as follows:
(a) - (c) This Statement is being filed by Barington Companies Equity
Partners, L.P., Barington Companies Investors, LLC, Barington Companies Offshore
Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Offshore Advisors,
LLC, Barington Capital Group, L.P., LNA Capital Corp. and James Mitarotonda
(each, a "Reporting Entity" and, collectively, the "Reporting Entities"). As a
result of a structural reorganization at Barington Capital Group, L.P.,
Barington Offshore Advisors, LLC is no longer a beneficial owner of Common Stock
of the Company.
As of February 13, 2007, the Reporting Entities are the beneficial owners
of, in the aggregate, 529,413 shares of Common Stock (including 160,200 shares
of the Issuer's common stock issuable upon exercise of options granted to Mr.
Mitarotonda), representing approximately 15.69% of the shares of Common Stock
outstanding (assuming exercise of Mr. Mitarotonda's options).
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 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 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 II, LLC. Barington Offshore Advisors II, LLC is a
Delaware limited liability company. The principal business of Barington Offshore
Advisors II, 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 II, LLC is 888 Seventh Avenue, 17th Floor, New
York, New York 10019. James Mitarotonda is the Managing Member of Barington
Offshore Advisors II, LLC.
10
Barington Companies Investors, LLC and Barington Offshore Advisors II, LLC
are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington
Capital Group, L.P. is a New York limited partnership. The principal business of
Barington Capital Group, L.P. is acquiring, holding and disposing of investments
in various companies. The address of the principal business and principal office
of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York,
New York 10019.
The general partner of Barington Capital Group, L.P. is LNA Capital Corp.
LNA Capital Corp. is a Delaware corporation. The principal business of LNA
Capital Corp. is serving as the general partner of Barington Capital Group, L.P.
The address of the principal business and principal office of LNA Capital Corp.
is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York,
New York 10019. James Mitarotonda is the sole stockholder and director of LNA
Capital Corp. The executive officers of LNA and their principal occupations and
business addresses are set forth on Schedule II and incorporated by reference in
this Item 2. The principal occupation of Mr. Mitarotonda is serving as the
Chairman and Chief Executive Officer of Barington Capital Group, L.P. The
business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888
Seventh Avenue, 17th Floor, New York, New York 10019. The Reporting Entities do
not believe that certain of the foregoing information is called for by the Items
of Schedule 13D and are disclosing it for supplemental informational purposes
only. Information with respect to each of the Reporting Entities is given solely
by such Reporting Entity and no Reporting Entity shall have responsibility for
the accuracy or completeness of information supplied by another Reporting
Entity. (d) - (e) During the last five years, none of the Reporting Entities or
any other person identified in response to this Item 2 was convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each natural person identified in Item 2 is a citizen of the United
States, other than Graham Cook, a director of Barington Companies Offshore Fund,
Ltd., who 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
Item 3 of the Statement is hereby amended and supplemented as follows:
On February 9, 2007, the Reporting Entities purchased an aggregate of
138,277 shares of Common Stock at $1.17 per share in private transactions
entered into pursuant to the terms of a stock purchase agreement dated as of
February 7, 2007 (the "Stock Purchase Agreement") by and among Ramius
Securities, L.L.C., Starboard Value & Opportunity Fund, LLC, Barington Capital
Group, L.P., Barington Companies Equity Partners, L.P. and Barington Companies
Offshore Fund, Ltd. In accordance with the transactions contemplated by the
Stock Purchase Agreement, Barington Companies Equity Partners, L.P. purchased
25,050 shares of Common Stock from Starboard Value & Opportunity Fund, LLC for a
total cost of approximately $29,308.50, Barington Companies Offshore Fund, Ltd.
purchased 34,511 shares of Common Stock from Ramius Securities, L.L.C. and
45,650 shares of Common Stock from Starboard Value & Opportunity Fund, LLC for a
total cost of $93,788.37 and Barington Capital Group, L.P. purchased 33,066
shares from Starboard Value & Opportunity Fund, LLC for a total cost of
$38,687.22.
11
All purchases 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 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 February 13, 2007, Barington Companies Equity Partners, L.P.
beneficially owns an aggregate of 92,488 shares of Common Stock, representing
approximately 2.88% of the shares of Common Stock presently outstanding based
upon the 3,214,408 shares of Common Stock reported by the Company to be issued
and outstanding as of November 10, 2006 in its Form 10-Q filed with the
Securities and Exchange Commission on November 14, 2006 (the "Issued and
Outstanding Shares").
As of February 13, 2007, Barington Companies Offshore Fund, Ltd.
beneficially owns 151,161 shares of Common Stock, constituting approximately
4.70% 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 92,488 shares of Common Stock beneficially owned
by Barington Companies Equity Partners, L.P., constituting approximately 2.88%
of the Issued and Outstanding Shares. As the investment advisor to Barington
Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed
to beneficially own the 151,161 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd., constituting approximately 4.70% of the
Issued and Outstanding Shares. As of February 13, 2007, Barington Capital Group,
L.P. beneficially owns an aggregate of 125,564 shares of Common Stock. As the
majority member of Barington Companies Investors, LLC, Barington Capital Group,
L.P. may also be deemed to beneficially own the 92,488 shares of Common Stock
beneficially owned by Barington Companies Equity Partners, L.P. As the majority
member of Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may
also be deemed to beneficially own the 151,161 shares of Common Stock
beneficially owned by Barington Companies Offshore Fund, Ltd., representing an
aggregate of 369,213 shares, constituting approximately 11.49% 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 92,488 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P. the
151,161 shares of Common Stock beneficially owned by Barington Companies
Offshore Fund, Ltd. and the 125,564 shares of Common Stock beneficially owned by
Barington Capital Group, L.P., representing an aggregate of 369,213 shares of
Common Stock, constituting approximately 11.49% of the Issued and Outstanding
Shares. As the sole stockholder and director of LNA Capital Corp., James A.
Mitarotonda may be deemed to beneficially own the 125,564 shares of Common Stock
beneficially owned by Barington Capital Group, L.P., the 92,488 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P. and the
151,161 shares of Common Stock beneficially owned by Barington Companies
Offshore Fund, Ltd., representing an aggregate of 369,213 shares of Common
Stock, constituting approximately 11.49% of the Issued and Outstanding Shares.
Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the
extent of his pecuniary interest therein. Mr. Mitarotonda also beneficially owns
160,200 shares of Common Stock issuable upon exercise of options granted to Mr.
Mitarotonda under the Company's stock option plan, which are exercisable within
60 days of February 13, 2007. As a result, Mr. Mitarotonda may be deemed to
beneficially own an aggregate of 529,413 shares, constituting approximately
15.69% of the shares of Common Stock outstanding, assuming exercise of Mr.
Mitarotonda's options. Mr. Mitarotonda reports sole voting and dispositive power
with respect to the 160,200 shares subject to stock options as well as the
125,564 shares owned by Barington Capital Group, L.P., the 92,488 shares owned
by Barington Companies Equity Partners, L.P. and the 151,161 shares owned by
Barington Companies Offshore Fund, Ltd. by virtue of his authority to vote and
dispose of such shares.
12
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). In addition, each of the other Reporting Entities may be deemed to have
sole voting and dispositive power with respect to the shares each reports as
beneficially owned by such person, regardless of the fact that multiple
Reporting Entities within the same chain of ownership report sole voting and
dispositive power with respect to such shares. Each such Reporting Entity
reports sole voting and dispositive power with respect to such shares based on
such person's relationship to the other Reporting Entities within the same chain
of ownership. Except to the extent expressly stated herein, each Reporting
Entity disclaims beneficial ownership of any shares of Common Stock beneficially
owned by any other Reporting Entity.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Statement is hereby amended and supplemented as follows:
On February 7, 2007, Ramius Securities, L.L.C., Starboard Value &
Opportunity Fund, LLC, Barington Capital Group, L.P., Barington Companies
Equity Partners, L.P. and Barington Companies Offshore Fund, Ltd. entered into
the Stock Purchase Agreement as further described in Item 3 of the Statement.
The Stock Purchase Agreement is attached as Exhibit 99.4 hereto and is
incorporated herein by reference.
13
Item 7. Material to be Filed as Exhibits.
The information contained in Item 7 of the Statement is hereby amended and
supplemented as follows:
Exhibit No. Exhibit Description
--------------------------------------------------------------------------------
99.3 Agreement of Joint Filing among Barington Companies Equity Partners,
L.P., Barington Companies Investors, LLC, Barington Companies
Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington
Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital
Corp. and James A. Mitarotonda dated February 13, 2007 (which
supersedes and replaces the Agreement of Joint Filing previously
filed as Exhibit 99.1 to the Schedule 13D Amendment No. 23 filed
with the SEC on January 11, 2007).
--------------------------------------------------------------------------------
99.4 Stock Purchase Agreement dated as of February 7, 2007 by and among
Ramius Securities, L.L.C., Starboard Value & Opportunity Fund, LLC,
Barington Capital Group, L.P., Barington Companies Equity Partners,
L.P. and Barington Companies Offshore Fund, Ltd.
--------------------------------------------------------------------------------
14
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: February 13, 2007
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES OFFSHORE FUND, LTD.
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: President
BARINGTON OFFSHORE ADVISORS II, LLC
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: Authorized Signatory
BARINGTON OFFSHORE ADVISORS, LLC
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: Authorized Signatory
15
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ James A. Mitarotonda
-------------------------------------
Name: James A. Mitarotonda
Title: President and CEO
LNA CAPITAL CORP.
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
/s/ James A. Mitarotonda
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James A. Mitarotonda
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SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda Chairman and Chief Executive 888 Seventh Avenue
Director and President Officer of Barington Capital 17th Floor
Group, L.P. New York, NY 10019
Sebastian E. Cassetta Senior Managing Director and 888 Seventh Avenue
Director Chief Operating Officer of 17th Floor
Barington Capital Group, L.P. New York, NY 10019
Jonathan Clipper Managing Director of 7 Reid Street, Suite 108
Director Bedford Management Ltd. Hamilton HM11, Bermuda
Graham Cook Director/Manager, Corporate Bison Court
Director Services of Byson Financial P.O. Box 3460
Services, Ltd. Road Town, Tortola
British Virgin Islands
Citigroup Fund Services, Ltd. Fund Administration Washington Mall 1, 3rd Flr.
Secretary 22 Church Street
Hamilton HM11, Bermuda
Melvyn Brunt Chief Financial Officer of 888 Seventh Avenue
Treasurer Barington Capital Group, L.P. 17th Floor
New York, NY 10019
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SCHEDULE II
Officers of LNA Capital Corp.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda Chairman and Chief Executive 888 Seventh Avenue
President and CEO Officer of Barington Capital 17th Floor
Group, L.P. New York, NY 10019
Sebastian E. Cassetta Senior Managing Director 888 Seventh Avenue
Secretary and Chief Operating Officer of 17th Floor
Barington Capital Group, L.P. New York, NY 10019
Melvyn Brunt Chief Financial Officer of 888 Seventh Avenue
Treasurer Barington Capital Group, L.P. 17th Floor
New York, NY 10019
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