The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.
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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts 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 price of the 1,526,328 Shares beneficially owned by Starboard V&O Fund is approximately $75,887,469, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 269,139 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 below, is approximately $11,222,827, excluding brokerage commissions. The aggregate purchase price of the 409,516 Shares beneficially owned by Starboard S LLC is approximately $20,431,311, excluding brokerage commissions. The aggregate purchase price of the 224,202 Shares beneficially owned by Starboard C LP is approximately $11,150,015, excluding brokerage commissions. The aggregate purchase price of the 1,272,025 Shares beneficially owned by Starboard Delta LLC is approximately $63,994,632, excluding brokerage commissions. The aggregate purchase price of the 4,498,790 Shares held in the Starboard Value LP Accounts is approximately $228,991,390, excluding brokerage commissions.
The Shares purchased by each of Messrs. Blum, Sonsteby, Mock, Miller, Fogarty, Lenehan, Nowell and Stillman and by each of Ms. Betsy Atkins, Ms. Shân Atkins and Misses Birch and Jamison, were purchased in the open market with personal funds. The aggregate purchase price of the 1,250 Shares owned directly by Mr. Blum is approximately $61,304, including brokerage commissions. The aggregate purchase price of the 2,500 Shares owned directly by Mr. Sonsteby is approximately $122,102, including brokerage commissions. The aggregate purchase price of the 1,318 Shares owned directly by Mr. Mock is approximately $64,541, including brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Miller is approximately $49,918, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Ms. Betsy Atkins is approximately $10,108, including brokerage commissions. The aggregate purchase price of the 150 Shares owned directly by Ms. Shân Atkins is approximately $7,545, including brokerage commissions. The aggregate purchase price of the 250 Shares owned directly by Ms. Birch is approximately $12,397, including brokerage commissions. The aggregate purchase price of the 1,990 Shares owned directly by Mr. Fogarty is approximately $99,639, excluding brokerage commissions. The aggregate purchase price of the 205 Shares owned directly by Ms. Jamison is approximately $10,225, excluding brokerage commissions. The aggregate purchase price of the 1,108 Shares owned directly by Mr. Lenehan is approximately $55,086, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Mr. Nowell is approximately $10,029, including brokerage commissions. The aggregate purchase price of the 150 Shares owned directly by Mr. Stillman is approximately $4,997, including brokerage commissions.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On June 2, 2014, Starboard Value LP publicly announced that it delivered a letter to the Board of Directors of the Issuer to withdraw its special meeting request that had been delivered to the Issuer’s Corporate Secretary on April 22, 2014. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 132,290,825 Shares outstanding, as of April 27, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Form PREC14A filed with the Securities and Exchange Commission on May 30, 2014.
| (a) | As of the close of business on June 4, 2014, Starboard V&O Fund beneficially owned 1,795,467 Shares, including 269,139 Shares underlying certain call options. |
Percentage: Approximately 1.4%
| (b) | 1. Sole power to vote or direct vote: 1,795,467 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,795,467 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Starboard S LLC beneficially owned 409,516 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 409,516 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 409,516 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Starboard C LP beneficially owned 224,202 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 224,202 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 224,202 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard C LP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 224,202 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 224,202 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 224,202 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 224,202 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 224,202 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 224,202 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Starboard Delta LLC beneficially owned 1,272,025 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Delta LLC has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, 4,498,790 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,795,467 Shares owned by Starboard V&O Fund, (ii) 409,516 Shares owned by Starboard S LLC, (iii) 224,202 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,498,790 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| (b) | 1. Sole power to vote or direct vote: 8,200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,795,467 Shares owned by Starboard V&O Fund, (ii) 409,516 Shares owned by Starboard S LLC, (iii) 224,202 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,498,790 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| (b) | 1. Sole power to vote or direct vote: 8,200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,795,467 Shares owned by Starboard V&O Fund, (ii) 409,516 Shares owned by Starboard S LLC, (iii) 224,202 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,498,790 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| (b) | 1. Sole power to vote or direct vote: 8,200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,795,467 Shares owned by Starboard V&O Fund, (ii) 409,516 Shares owned by Starboard S LLC, (iii) 224,202 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,498,790 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| (b) | 1. Sole power to vote or direct vote: 8,200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
N. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,795,467 Shares owned by Starboard V&O Fund, (ii) 409,516 Shares owned by Starboard S LLC, (iii) 224,202 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,498,790 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 8,200,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 8,200,000 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Mr. Blum directly owned 1,250 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,250 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,250 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Blum since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Mr. Sonsteby directly owned 2,500 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,500 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,500 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Sonsteby since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Mr. Mock directly owned 1,318 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,318 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,318 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Mock has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Mr. Miller directly owned 1,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Miller has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D. |
| (a) | As of the close of business on June 4, 2014, Ms. Betsy Atkins directly owned 200 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Betsy Atkins since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Ms. Shân Atkins directly owned 150 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Shân Atkins since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Ms. Birch directly owned 250 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 250 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 250 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Birch since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
V. Mr. Fogarty
| (a) | As of the close of business on June 4, 2014, Mr. Fogarty directly owned 1,990 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,990 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,990 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Fogarty since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 3, 2014, Ms. Jamison directly owned 205 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 205 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 205 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Jamison since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Mr. Lenehan directly owned 1,108 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,108 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,108 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Lenehan since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
Y. Mr. Nowell
| (a) | As of the close of business on June 4, 2014, Mr. Nowell directly owned 200 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Nowell since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on June 4, 2014, Mr. Stillman directly owned 100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 100 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 100 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Stillman since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Press Release, issued on June 2, 2014. |
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: June 4, 2014
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD LEADERS DELTA LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP its general partner | | STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A GP LLC STARBOARD VALUE R GP LLC |
By: | |
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
|
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Bradley D. Blum, Charles M. Sonsteby, Robert Mock, Craig S. Miller, Betsy S. Atkins, Margaret Shân Atkins, Jean M. Birch, James P. Fogarty, Cynthia T. Jamison, William H. Lenehan, Lionel L. Nowell, III and Alan N. Stillman |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 9 to the Schedule 13D
Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share | Date of Purchase/Sale |
| | | |
| | | |
BRADLEY D. BLUM |
| | | |
Purchase of Common Stock | 250 | 49.9180 | 05/27/2014 |
| | | |
| | | |
CHARLES M. SONSTEBY |
| | | |
Purchase of Common Stock | 1,000 | 49.5799 | 05/22/2014 |
BETSY S. ATKINS
Purchase of Common Stock | 200 | 50.1400 | 06/03/2014 |
MARGARET SHÂN ATKINS |
| | | |
Purchase of Common Stock | 150 | 50.2370 | 05/28/2014 |
| | | |
| | | |
JEAN M. BIRCH |
| | | |
Purchase of Common Stock | 250 | 49.5100 | 05/22/2014 |
| | | |
| | | |
CYNTHIA T. JAMISON |
| | | |
Purchase of Common Stock | 205 | 49.8800 | 05/27/2014 |
| | | |
JAMES P. FOGARTY
Purchase of Common Stock | 1,990 | 50.0700 | 06/04/2014 |
WILLIAM H. LENEHAN |
| | | |
Purchase of Common Stock | 405 | 49.4822 | 05/22/2014 |
Purchase of Common Stock | 403 | 49.7360 | 05/23/2014 |
Purchase of Common Stock | 300 | 49.9340 | 05/29/2014 |
LIONEL L. NOWELL, III
Purchase of Common Stock | 200 | 50.1000 | 06/03/2014 |
ALAN N. STILLMAN |
| | | |
Purchase of Common Stock | 100 | 49.9500 | 05/27/2014 |