UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 26)1
CPI CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.40 PER SHARE
(Title of Class of Securities)
125-902106
(CUSIP Number)
MARK MITCHELL
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7988
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
February 26, 2010
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Ramius Enterprise 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 Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 65,065 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 65,065 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,065 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON CO |
2
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Ramius Navigation 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 Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 142,411 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 142,411 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,411 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% | ||
14 | TYPE OF REPORTING PERSON CO |
3
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Ramius Multi-Strategy 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 Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 57,857 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 57,857 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,857 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON CO |
4
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Ramius 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 Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 178,211 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 178,211 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,211 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% | ||
14 | TYPE OF REPORTING PERSON CO |
5
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON RCG PB, 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, 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 215,799 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 215,799 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,799 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% | ||
14 | TYPE OF REPORTING PERSON CO |
6
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Ramius 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 338,721 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 338,721 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,721 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
14 | TYPE OF REPORTING PERSON IA, OO |
7
CUSIP NO. 125-902106
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 178,211 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 178,211 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,211 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% | ||
14 | TYPE OF REPORTING PERSON OO |
8
CUSIP NO. 125-902106
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 516,932 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 516,932 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON OO |
9
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON Cowen Group, Inc. | ||
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 516,932 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 516,932 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON CO |
10
CUSIP NO. 125-902106
1 | NAME OF REPORTING PERSON RCG Holdings 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 516,932 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 516,932 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON OO |
11
CUSIP NO. 125-902106
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 516,932 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 516,932 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON OO |
12
CUSIP NO. 125-902106
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 516,932 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 516,932 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON IN |
13
CUSIP NO. 125-902106
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 516,932 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 516,932 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON IN |
14
CUSIP NO. 125-902106
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 516,932 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 516,932 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON IN |
15
CUSIP NO. 125-902106
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 516,932 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 516,932 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,932 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% | ||
14 | TYPE OF REPORTING PERSON IN |
16
CUSIP NO. 125-902106
The following constitutes Amendment No. 26 (“Amendment No. 26”) to the Schedule 13D filed by the undersigned. This Amendment No. 26 amends the Schedule 13D as specifically set forth.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase cost of the 516,932 Shares beneficially owned in the aggregate by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB is approximately $16,046,000, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,008,490 Shares outstanding, as of December 21, 2009, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 7, 2010.
A. Value and Opportunity Master Fund
(a) | As of the close of business on March 1, 2010, Value and Opportunity Master Fund beneficially owned 178,211 Shares. |
Percentage: Approximately 2.5%
(b) | 1. Sole power to vote or direct vote: 178,211 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 178,211 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 25 are set forth in Schedule A and are incorporated by reference. |
B. Navigation Master Fund
(a) | As of the close of business on March 1, 2010, Navigation Master Fund beneficially owned 142,411 Shares. |
Percentage: Approximately 2.0%
(b) | 1. Sole power to vote or direct vote: 142,411 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 142,411 |
4. Shared power to dispose or direct the disposition: 0 |
17
CUSIP NO. 125-902106
(c) | The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 25 are set forth in Schedule A and are incorporated by reference. |
C. RCG PB
(a) | As of the close of business on March 1, 2010, RCG PB directly owned 73,388 Shares. As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 142,411 Shares owned by Navigation Master Fund. |
Percentage: Approximately 3.1%
(b) | 1. Sole power to vote or direct vote: 215,799 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 215,799 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by RCG PB since the filing of Amendment No. 25 are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Navigation Master Fund are set forth in Schedule A and are incorporated by reference. |
D. | Multi-Strategy Master Fund |
(a) | As of the close of business on March 1, 2010, Multi-Strategy Master Fund beneficially owned 57,857 Shares. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 57,857 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 57,857 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 25 are set forth in Schedule A and are incorporated by reference. |
E. | Enterprise Master Fund |
(a) | As of the close of business on March 1, 2010, Enterprise Master Fund beneficially owned 65,065 Shares. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 65,065 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 65,065 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 25 are set forth in Schedule A and are incorporated by reference. |
18
CUSIP NO. 125-902106
F. | RCG Starboard Advisors |
(a) | As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of 178,211 Shares owned by Value and Opportunity Master Fund. |
Percentage: Approximately 2.5%
(b) | 1. Sole power to vote or direct vote: 178,211 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 178,211 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference. |
G. | Ramius Advisors |
(a) | As the investment advisor of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 57,857 Shares owned by Multi-Strategy Master Fund, (ii) 142,411 Shares owned by Navigation Master Fund, (iii) 73,388 Shares owned directly by RCG PB. and (iv) 65,065 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 4.8%
(b) | 1. Sole power to vote or direct vote: 338,721 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 338,721 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference. |
H. | Ramius |
(a) | As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 7.4%
(b) | 1. Sole power to vote or direct vote: 516,932 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 516,932 |
4. Shared power to dispose or direct the disposition: 0 |
19
CUSIP NO. 125-902106
(c) | Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference. |
I. Cowen
(a) | As the sole member of Ramius, Cowen may be deemed the beneficial owner of the (i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 7.4%
(b) | 1. Sole power to vote or direct vote: 516,932 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 516,932 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Cowen did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference. |
J. RCG Holdings
(a) | As a significant shareholder of Cowen, RCG Holdings may be deemed the beneficial owner of the (i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 7.4%
(b) | 1. Sole power to vote or direct vote: 516,932 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 516,932 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | RCG Holdings did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference. |
20
CUSIP NO. 125-902106
K. | C4S |
(a) | As the managing member of RCG Holdings, C4S may be deemed the beneficial owner of (i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 7.4%
(b) | 1. Sole power to vote or direct vote: 516,932 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 516,932 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | C4S did not enter into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference. |
L. | Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon |
(a) | As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 178,211 Shares owned by Value and Opportunity Master Fund, (ii) 57,857 Shares owned by Multi-Strategy Master Fund, (iii) 142,411 Shares owned by Navigation Master Fund, (iv) 73,388 Shares owned directly by RCG PB and (v) 65,065 Shares owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares. |
Percentage: Approximately 7.4%
(b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 516,932 |
3. Sole power to dispose or direct the disposition: 0 |
4. Shared power to dispose or direct the disposition: 516,932 |
(c) | None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 25. The transactions in the Shares since the filing of Amendment No. 25 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund 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. |
(e) | Not applicable. |
21
CUSIP NO. 125-902106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 2, 2010
RCG PB, LTD | RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD | |||
By: | Ramius Advisors, LLC, | By: | RGC Starboard Advisors, LLC, | |
its investment advisor | its investment manager |
RAMIUS MULTI-STRATEGY MASTER FUND LTD | RAMIUS ENTERPRISE MASTER FUND LTD | |||
By: | Ramius Advisors, LLC, | By: | Ramius Advisors, LLC, | |
its investment advisor | its investment advisor |
RAMIUS ADVISORS, LLC | RCG STARBOARD ADVISORS, LLC | |||
By: | Ramius LLC, | By: | Ramius LLC, | |
its sole member | its sole member | |||
RCG HOLDINGS LLC | RAMIUS LLC | |||
By: | C4S & CO., L.L.C. | By: | Cowen Group, Inc. | |
its managing member | its sole member | |||
RAMIUS NAVIGATION MASTER FUND LTD | COWEN GROUP, INC. | |||
By: | Ramius Advisors, LLC, | |||
its investment advisor | 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 |
The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.
22
CUSIP NO. 125-902106
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 25 to the Schedule 13D
Shares of Common Stock Purchased/(Sold) | Price Per Share ($) | Date of Purchase/ Sale |
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
(2,477) | 13.0208 | 02/09/2010 | |
(889) | 13.0929 | 02/10/2010 | |
(1,957) | 13.1165 | 02/11/2010 | |
(2,060) | 13.6066 | 02/12/2010 | |
(2,630) | 13.9024 | 02/16/2010 | |
(1,030) | 13.7107 | 02/17/2010 | |
(1,716) | 13.8158 | 02/18/2010 | |
(2,764) | 13.8690 | 02/19/2010 | |
(1,392) | 13.7765 | 02/22/2010 | |
(2,045) | 13.1059 | 02/23/2010 | |
(1,333) | 12.9833 | 02/24/2010 | |
(810) | 13.0041 | 02/25/2010 | |
(2,481) | 12.7012 | 02/26/2010 | |
(3,844) | 12.7571 | 03/01/2010 |
RAMIUS MULTI-STRATEGY MASTER FUND LTD
(804) | 13.0208 | 02/09/2010 | |
(289) | 13.0929 | 02/10/2010 | |
(635) | 13.1165 | 02/11/2010 | |
(669) | 13.6066 | 02/12/2010 | |
(854) | 13.9024 | 02/16/2010 | |
(334) | 13.7107 | 02/17/2010 | |
(557) | 13.8158 | 02/18/2010 | |
(897) | 13.8690 | 02/19/2010 | |
(452) | 13.7765 | 02/22/2010 | |
(664) | 13.1059 | 02/23/2010 | |
(433) | 12.9833 | 02/24/2010 | |
(263) | 13.0041 | 02/25/2010 | |
(806) | 12.7012 | 02/26/2010 | |
(1,248) | 12.7571 | 03/01/2010 |
RAMIUS ENTERPRISE MASTER FUND LTD
(905) | 13.0208 | 02/09/2010 | |
(325) | 13.0929 | 02/10/2010 | |
(715) | 13.1165 | 02/11/2010 | |
(752) | 13.6066 | 02/12/2010 | |
(960) | 13.9024 | 02/16/2010 | |
(376) | 13.7107 | 02/17/2010 | |
(627) | 13.8158 | 02/18/2010 | |
(1,009) | 13.8690 | 02/19/2010 | |
(508) | 13.7765 | 02/22/2010 | |
(747) | 13.1059 | 02/23/2010 | |
(487) | 12.9833 | 02/24/2010 | |
(296) | 13.0041 | 02/25/2010 | |
(906) | 12.7012 | 02/26/2010 | |
(1,403) | 12.7571 | 03/01/2010 |
CUSIP NO. 125-902106
RAMIUS NAVIGATION MASTER FUND LTD
(1,019) | 13.0208 | 02/09/2010 | |
(990) | 13.0208 | 02/09/2010 | |
(366) | 13.0929 | 02/10/2010 | |
(355) | 13.0929 | 02/10/2010 | |
(805) | 13.1165 | 02/11/2010 | |
(782) | 13.1165 | 02/11/2010 | |
(848) | 13.6066 | 02/12/2010 | |
(823) | 13.6066 | 02/12/2010 | |
(1,082) | 13.9024 | 02/16/2010 | |
(1,051) | 13.9024 | 02/16/2010 | |
(424) | 13.7107 | 02/17/2010 | |
(412) | 13.7107 | 02/17/2010 | |
(707) | 13.8158 | 02/18/2010 | |
(686) | 13.8158 | 02/18/2010 | |
(1,137) | 13.8690 | 02/19/2010 | |
(1,104) | 13.8690 | 02/19/2010 | |
(573) | 13.7765 | 02/22/2010 | |
(556) | 13.7765 | 02/22/2010 | |
(841) | 13.1059 | 02/23/2010 | |
(817) | 13.1059 | 02/23/2010 | |
(1,081) | 12.9833 | 02/24/2010 | |
(617) | 12.9833 | 02/24/2010 | |
(656) | 13.0041 | 02/25/2010 | |
(375) | 13.0041 | 02/25/2010 | |
(2,011) | 12.7012 | 02/26/2010 | |
(1,149) | 12.7012 | 02/26/2010 | |
(1,542) | 12.7571 | 03/01/2010 | |
(1,529) | 12.7571 | 03/01/2010 |
RCG PB, LTD
(1,020) | 13.0208 | 02/09/2010 | |
(366) | 13.0929 | 02/10/2010 | |
(806) | 13.1165 | 02/11/2010 | |
(848) | 13.6066 | 02/12/2010 | |
(1,083) | 13.9024 | 02/16/2010 | |
(424) | 13.7107 | 02/17/2010 | |
(707) | 13.8158 | 02/18/2010 | |
(1,138) | 13.8690 | 02/19/2010 | |
(573) | 13.7765 | 02/22/2010 | |
(842) | 13.1059 | 02/23/2010 | |
(549) | 12.9833 | 02/24/2010 | |
(334) | 13.0041 | 02/25/2010 | |
(1,022) | 12.7012 | 02/26/2010 | |
(1,583) | 12.7571 | 03/01/2010 |