1
|
NAME
OF REPORTING PERSON
PARCHE,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
607,849
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
607,849
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,849
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
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) x
(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
3,191,219
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
3,191,219
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,219
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
ENTERPRISE, LTD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
607,849
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
607,849
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,849
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
STARBOARD ADVISORS, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
3,799,068
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
3,799,068
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
3,799,068
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
3,799,068
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,799,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,799,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,799,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
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) x
(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
3,799,068
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,799,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,799,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
A.
|
Parche
|
|
(a)
|
As
of the date hereof, Parche beneficially owned 607,849
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
607,849
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
607,849
|
|
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 A and are incorporated by
reference.
|
B.
|
Starboard
|
|
(a)
|
As
of the date hereof, Starboard beneficially owned 3,191,219
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,191,219
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,191,219
|
|
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 A and are incorporated by
reference.
|
C.
|
RCG
Enterprise
|
|
(a)
|
As
of the date hereof, 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 607,849 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
607,849
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
607,849
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Enterprise did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares by Parche in the past
60 days are set forth in Schedule A and are incorporated by
reference.
|
D.
|
RCG
Starboard Advisors
|
|
(a)
|
As
of the date hereof, as the managing member of Parche and the investment
manager of Starboard, RCG Starboard Advisors may be deemed the beneficial
owner of the (i) 3,191,219 Shares owned by Starboard, and (ii) 607,849
Shares owned by Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,799,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,799,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares in the past 60
days on behalf of Starboard and Parche, which were all in the open market,
are set forth in Schedule A and are incorporated by
reference.
|
E.
|
Ramius
|
|
(a)
|
As
of the date hereof, as the sole member of RCG Starboard Advisors, Ramius
may be deemed the beneficial owner of the (i) 3,191,219 Shares owned by
Starboard and (ii) 607,849 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,799,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,799,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Starboard and Parche, which were all in the open market, are set
forth in Schedule A and are incorporated by
reference.
|
F.
|
C4S
|
|
(a)
|
As
of the date hereof, as the managing member of Ramius, C4S may be deemed
the beneficial owner of the (i) 3,191,219 Shares owned by Starboard and
(ii) 607,849 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,799,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,799,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares in the past 60
days. The transactions in the Shares in the past 60 days on
behalf of Starboard and Parche, which were all in the open market, are set
forth in Schedule A and are incorporated by
reference.
|
G.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
As
of the date hereof, as the managing members of C4S, each of Mr. Cohen, Mr.
Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of
the (i) 3,191,219 Shares owned by Starboard and (ii) 607,849 Shares owned
by Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
3,799,068
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
3,799,068
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any
transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on behalf of Starboard and
Parche, which were all in the open market, are set forth in Schedule A and
are incorporated 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 of the Common
Stock.
|
|
(e)
|
Not
applicable.
|
|
Exhibit
99.1
|
Settlement
Agreement, dated March 12, 2008.
|
PARCHE,
LLC
|
RCG
STARBOARD ADVISORS, LLC
|
|||
By:
|
RCG
Starboard Advisors, LLC,
its
managing member
|
By:
|
Ramius
LLC,
its
sole member
|
STARBOARD
VALUE AND
|
RCG
ENTERPRISE, LTD
|
|||
OPPORTUNITY
MASTER FUND LTD.
|
By:
|
Ramius
LLC,
|
||
By:
|
RCG
Starboard Advisors, LLC,
its
investment manager
|
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
|
Shares
of Common Stock
Purchased
|
Price
Per
Share($)
|
Date
of
Purchase
|
592
|
10.9119
|
1/25/2008
|
||
7,408
|
10.9922
|
1/28/2008
|
||
5,600
|
10.7239
|
2/05/2008
|
||
2,400
|
10.6786
|
2/06/2008
|
||
8,000
|
10.7494
|
2/08/2008
|
||
8,000
|
10.8376
|
2/11/2008
|
||
8,000
|
11.0341
|
2/12/2008
|
3,108
|
10.9119
|
1/25/2008
|
||
38,892
|
10.9922
|
1/28/2008
|
||
29,400
|
10.7239
|
2/05/2008
|
||
12,600
|
10.6786
|
2/06/2008
|
||
42,000
|
10.7494
|
2/08/2008
|
||
42,000
|
10.8376
|
2/11/2008
|
||
42,000
|
11.0341
|
2/12/2008
|