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. 1)1
TPC Group Inc.
(Name of Issuer)Common Stock, $0.01 Par Value
(Title of Class of Securities)
88265P208
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
April 6, 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. 88265P208
| 1 | NAME OF REPORTING PERSON RAMIUS CREDIT OPPORTUNITIES MASTER FUND LTD | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,451,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,451,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,451,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
2
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 25,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 25,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
| 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 OO | ||
3
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON RCG PB, LTD | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 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 - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
4
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,476,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON RAMIUS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,476,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
6
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON COWEN GROUP, INC. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,476,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
7
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON RCG HOLDINGS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,476,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
8
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON C4S & CO., L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,476,405 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
9
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON PETER A. COHEN | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,476,405 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
10
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON MORGAN B. STARK | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,476,405 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
11
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON JEFFREY M. SOLOMON | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,476,405 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
12
CUSIP NO. 88265P208
| 1 | NAME OF REPORTING PERSON THOMAS W. STRAUSS | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 1,476,405 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,476,405 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,405 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
13
CUSIP NO. 88265P208
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.
| Item 1. | Security and Issuer |
Item 1 is hereby amended and restated to read as follows:
This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of TPC Group Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 5151 San Felipe, Suite 800, Houston, Texas 77056.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
As of the date hereof, RCG PB no longer owns any Shares of the Issuer. Accordingly, RCG PB is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
| 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 Ramius Credit Opportunities and Enterprise Master Fund 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 1,476,405 Shares beneficially owned in the aggregate by Ramius Credit Opportunities and Enterprise Master Fund is approximately $13,022,000, 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 17,957,252 Shares outstanding as of December 31, 2009, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on February 16, 2010.
On September 15, 2008, 1,451,405 Shares reported herein as being beneficially owned by Ramius Credit Opportunities and 25,000 Shares reported herein as being beneficially owned by Enterprise Master Fund (collectively, the “Frozen Shares”) were frozen in Ramius Credit Opportunities’ and Enterprise Master Fund’s prime brokerage accounts, respectively, as a result of the administration of Lehman Brothers International (Europe) (“LBIE”), which, through certain of its affiliates, was a prime broker for each of Ramius Credit Opportunities and Enterprise Master Fund. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Ramius Credit Opportunities and Enterprise Master Fund claim beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made.
| A. | Ramius Credit Opportunities |
| (a) | As of the close of business on April 7, 2010, Ramius Credit Opportunities beneficially owned 1,451,405 Shares. |
Percentage: Approximately 8.1%
| (b) | 1. Sole power to vote or direct vote: 1,451,405 |
| 2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 1,451,405 |
| 4. Shared power to dispose or direct the disposition: 0 |
14
CUSIP NO. 88265P208
| (c) | Ramius Credit Opportunities did not enter into any transactions in the past 60 days. |
| B. | RCG PB |
| (a) | As of the close of business on April 7 2010, RCG PB did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by RCG PB in the past 60 days are set forth in Schedule A and are incorporated by reference. |
| C. | Enterprise Master Fund |
| (a) | As of the close of business on April 7, 2010, Enterprise Master Fund beneficially owned 25,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 25,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Enterprise Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference. |
| D. | Ramius Advisors |
| (a) | Ramius Advisors, as the investment advisor of each of Ramius Credit Opportunities and Enterprise Master Fund may be deemed the beneficial owner of the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%.
| (b) | 1. Sole power to vote or direct vote: 1,476,405 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,476,405 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ramius Advisors did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference. |
15
CUSIP NO. 88265P208
| E. | Ramius |
| (a) | Ramius, as the sole member of Ramius Advisors, may be deemed the beneficial owner of the the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%
| (b) | 1. Sole power to vote or direct vote: 1,476,405 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,476,405 |
| 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 on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference. |
| F. | Cowen |
| (a) | Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%
| (b) | 1. Sole power to vote or direct vote: 1,476,405 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,476,405 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Cowen did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference. |
| G. | RCG Holdings |
| (a) | RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%
| (b) | 1. Sole power to vote or direct vote: 1,476,405 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,476,405 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | RCG Holdings did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference. |
16
CUSIP NO. 88265P208
| H. | C4S |
| (a) | C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%
| (b) | 1. Sole power to vote or direct vote: 1,476,405 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,476,405 |
| 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 on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and incorporated by reference. |
| I. | Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon |
| (a) | Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,451,405 Shares owned by Ramius Credit Opportunities and the (ii) 25,000 Shares owned by Enterprise Master Fund. |
Percentage: Approximately 8.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 1,476,405 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 1,476,405 |
| (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 on behalf of Enterprise Master Fund and RCG PB in the past 60 days are set forth in Schedule A and 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. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to include the following exhibit:
| 99.1 | Joint Filing Agreement by and among Ramius Credit Opportunities Master Fund Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated April 8, 2010. |
17
CUSIP NO. 88265P208
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 8, 2010
RAMIUS CREDIT OPPORTUNITIES MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor RCG PB, LTD By: Ramius Advisors, LLC, its investment advisor RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor | RAMIUS ADVISORS, LLC By: Ramius LLC, its sole member RAMIUS LLC By: Cowen Group, Inc., its sole member COWEN GROUP, INC. RCG HOLDINGS LLC By: C4S & Co., L.L.C., its 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 |
18
CUSIP NO. 88265P208
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock (Sold) | Price Per Share($) | Date of Sale |
RCG PB, LTD |
| (8,305) | 9.2000 | 02/25/10 | |
| (1,601) | 9.2000 | 02/25/10 | |
| (12,500) | 9.2500 | 03/12/10 | |
| (10,194) | 12.0000 | 04/06/10 | |
| (16,991) | 12.5000 | 04/06/10 | |
| (33,045) | 12.7500 | 04/07/10 |
RAMIUS ENTERPRISE MASTER FUND LTD |
| (40,069) | 9.2000 | 02/25/10 | |
| (25) | 9.2000 | 02/25/10 | |
| (30) | 12.0000 | 04/06/10 | |
| (51) | 12.5000 | 04/06/10 | |
| (49,776) | 12.0000 | 04/06/10 | |
| (82,958) | 12.5000 | 04/06/10 | |
| (99) | 12.7500 | 04/07/10 | |
| (161,346) | 12.7500 | 04/07/10 |