UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 25)
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)
July 24, 2009
(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
that 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: [ ].
(Continued on following pages)
(Page 1 of 15 Pages)
|
| SCHEDULE 13D |
| |
CUSIP No. 808194104 | Page 2 of 15 Pages |
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
| Barington Companies Equity Partners, L.P. |
|
|
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 | 645,724 |
|
|
| SHARES |
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
| OWNED BY | None |
|
|
| EACH |
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
| PERSON | 645,724 |
|
|
| WITH |
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
| None |
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
| 645,724 |
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| 2.48% |
|
|
14) | TYPE OF REPORTING PERSON |
|
|
| PN |
|
|
|
| SCHEDULE 13D |
| |
CUSIP No. 808194104 | Page 3 of 15 Pages |
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
| Barington Companies Investors, LLC |
|
|
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 | 645,724 |
|
|
| SHARES |
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
| OWNED BY | None |
|
|
| EACH |
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
| PERSON | 645,724 |
|
|
| WITH |
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
| None |
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
| 645,724 |
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| 2.48% |
|
|
14) | TYPE OF REPORTING PERSON |
|
|
| OO |
|
|
|
| SCHEDULE 13D |
| |
CUSIP No. 808194104 | Page 4 of 15 Pages |
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
| Barington Investments, L.P. |
|
|
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 | 484,713 |
|
|
| SHARES |
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
| OWNED BY | None |
|
|
| EACH |
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
| PERSON | 484,713 |
|
|
| WITH |
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
| None |
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
| 484,713 |
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| 1.86% |
|
|
14) | TYPE OF REPORTING PERSON |
|
|
| PN |
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 5 of 15 Pages |
|
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
| Barington Companies Advisors, LLC |
|
|
|
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 | 484,713 |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 484,713 |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 484,713 |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 1.86% |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| OO |
|
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 6 of 15 Pages |
|
1) | NAME OF REPORTING 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 | 153,136 |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 153,136 |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 153,136 |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 0.59% |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| CO |
|
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 7 of 15 Pages |
|
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
| Barington Offshore Advisors II, LLC |
|
|
|
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 | 153,136 |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 153,136 |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 153,136 |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 0.59% |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| IA, OO |
|
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 8 of 15 Pages |
|
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
| Barington Capital Group, L.P. |
|
|
|
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 |
|
|
|
| New York |
|
|
|
|
| 7) SOLE VOTING POWER |
|
|
|
| NUMBER OF | 1,283,573 |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 1,283,573 |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 1,283,573 |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 4.92% |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| PN |
|
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 9 of 15 Pages |
|
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
| LNA Capital Corp. |
|
|
|
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 | 1,283,573 |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 1,283,573 |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 1,283,573 |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 4.92% |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| CO |
|
|
|
|
| SCHEDULE 13D |
|
| |
CUSIP No. 808194104 | Page 10 of 15 Pages |
|
1) | NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
| James A. 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 | 1,290,573 (See Item 5) |
|
|
|
| SHARES |
|
|
|
|
| BENEFICIALLY | 8) SHARED VOTING POWER |
|
|
|
| OWNED BY | None |
|
|
|
| EACH |
|
|
|
|
| REPORTING | 9) SOLE DISPOSITIVE POWER |
|
|
|
| PERSON | 1,283,573 (See Item 5) |
|
|
|
| WITH |
|
|
|
|
|
| 10) SHARED DISPOSITIVE POWER |
|
|
|
|
| None |
|
|
|
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
| 1,290,573 (See Item 5) |
|
|
|
12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] |
|
13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
| 4.95% (See Item 5) |
|
|
|
14) | TYPE OF REPORTING PERSON |
|
|
|
| IN |
|
|
|
Page 11 of 15 Pages
This Amendment No. 25 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 with the SEC on July 1, 2005, that certain Amendment No. 2 filed with the SEC on August 3, 2005, that certain Amendment No. 3 filed with the SEC on August 25, 2005, that certain Amendment No. 4 filed with the SEC on September 8, 2005, that certain Amendment No. 5 filed with the SEC on September 13, 2005, that certain Amendment No. 6 filed with the SEC on September 28, 2005, that certain Amendment No. 7 filed with the SEC on October 11, 2005, that certain Amendment No. 8 filed with the SEC on October 25, 2006, that certain Amendment No. 9 filed with the SEC on May 30, 2006, that certain Amendment No. 10 filed with the SEC on June 1, 2006, that certain Amendment No. 11 filed with the SEC on September 28, 2006, that certain Amendment No. 12 filed with the SEC on October 10, 2006, that certain Amendment No. 13 filed with the SEC on October 12, 2006, that certain Amendment No. 14 filed with the SEC on October 26, 2006, that certain Amendment No. 15 filed with the SEC on November 7, 2006, that certain Amendment No. 16 filed with the SEC on April 4, 2007, that certain Amendment No. 17 filed with the SEC on August 13, 2007, that certain Amendment No. 18 filed with the SEC on October 9, 2007, that certain Amendment No. 19 filed with the SEC on October 29, 2007, that certain Amendment No. 20 filed with the SEC on November 19, 2007, that certain Amendment No. 21 filed with the SEC on May 29, 2008, that certain Amendment No. 22 filed with the SEC on September 15, 2008, that certain Amendment No. 23 filed with the SEC on January 7, 2009 and that certain Amendment No. 24 filed with the SEC on April 28, 2009 (collectively, the Statement), by and on behalf of Barington Companies Equity Partners, L.P. 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.
The second paragraph of Item 2 (a) (c) of the Statement is hereby amended and restated as follows:
As of July 28, 2009, the Reporting Entities are the beneficial owners of, in the aggregate, 1,290,573 shares of Common Stock, representing approximately 4.95% of the shares of Common Stock presently outstanding.
Schedule I of the Statement is hereby amended and restated as set forth on Schedule I attached hereto.
Item 4.
Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented as follows:
On July 24, 2009, Barington Companies Offshore Fund, Ltd. made a distribution of 13,743 shares of Common Stock to certain former redeeming investors. The distribution represented the holdback amount associated with the redemption proceeds previously paid to such investors, which is retained pending the completion of the year-end audit of the fund.
Item 5.
Interest in Securities of the Issuer.
Items 5(a), (b) and (e) of the Statement are hereby amended and restated as follows:
(a)
As of July 28, 2009, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 645,724 shares of Common Stock, representing approximately 2.48% of the shares of Common Stock presently outstanding based upon the 26,068,463 shares of Common Stock reported by the Company to be issued and outstanding as of June 30, 2009 in its Form 10-Q filed with the Securities and Exchange Commission on July 2, 2009 (the Issued and Outstanding Shares).
As of July 28, 2009, Barington Investments, L.P. beneficially owns 484,713 shares of Common Stock, representing approximately 1.86% of the Issued and Outstanding Shares. As of July 28, 2009, Barington Companies Offshore Fund, Ltd. beneficially owns 153,136 shares of Common Stock, representing approximately 0.59% 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 645,724 shares of Common Stock beneficially
Page 12 of 15 Pages
owned by Barington Companies Equity Partners, L.P., representing approximately 2.48% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 1.86% 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 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing approximately 0.59% of the Issued and Outstanding Shares. As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares, representing approximately 4.92% 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 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares of Common Stock, representing approximately 4.92% 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 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, also beneficially owns 2,000 shares of restricted Common Stock granted to him under the Companys 2002 Equity Incentive Plan and 5,000 shares of restricted Common Stock granted to him under the Companys 2006 Equity Incentive Plan. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 1,290,573 shares of Common Stock, representing approximately 4.95% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda has sole voting power, but not dispositive power, with respect to the 7,000 shares of restricted Common Stock beneficially owned by him. Other than with respect to the 7,000 shares of restricted Common Stock owned by him, Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
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 Mr. Mitarotonda has sole voting power, but not dispositive power, over the 7,000 shares of restricted Common Stock beneficially owned by him.
Each of the 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.
(e)
As of the close of business on July 24, 2008, the Reporting Entities cease to be subject to beneficial ownership filing requirements under Section 13 of the Securities Exchange Act of 1934, as amended, as their beneficial ownership of Common Stock is now below 5% of the shares of Common Stock presently outstanding.
Page 13 of 15 Pages
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: July 29, 2009
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 INVESTMENTS, L.P.
By:
Barington Companies Advisors, LLC, its general partner
By: /s/ James A. Mitarotonda
Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES ADVISORS,
LLC
By: /s/ James A. Mitarotonda
Name: James A. Mitarotonda
Title: Managing Member
Page 14 of 15 Pages
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: Managing Member
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
Name: James A. Mitarotonda
Title: President and CEO
/s/ James A. Mitarotonda
James A. Mitarotonda
Page 15 of 15 Pages
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 Officer | 888 Seventh Avenue |
President, Treasurer and Director | of Barington Capital Group, L.P. | 17th Floor |
|
| New York, NY 10019 |
|
|
|
Sebastian E. Cassetta | Chief Operating Officer and Managing | One Thorndal Circle |
Director | Member of Singer Partners, LLC | Darien, CT 06824 |
|
|
|
Jonathan Clipper | Managing Director of | 7 Reid Street, Suite 108 |
Director | Bedford Management Ltd. | Hamilton HM11, Bermuda |
|
|
|
Citigroup Fund Services, Ltd. | Fund Administration | Washington Mall 1, 3rd Flr. |
Secretary |
| 22 Church Street |
|
| Hamilton HM11, Bermuda |
|
|
|
Officers of LNA Capital Corp.
Name and Position | Principal Occupation | Principal Business Address |
|
|
|
James A. Mitarotonda Chairman, President, CEO and Treasurer | Chairman and Chief Executive Officer | 888 Seventh Avenue 17th Floor New York, NY 10019 |
|
|
|
Jared L. Landaw Secretary | Chief Operating Officer and General Counsel of Barington Capital Group, | 888 Seventh Avenue 17th Floor New York, NY 10019 |