The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
| (i) | Engaged Capital Master Feeder I, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master I”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Engaged Capital Master Feeder II, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master II”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Engaged Capital I, LP, a Delaware limited partnership (“Engaged Capital I”), as a feeder fund of Engaged Capital Master I; |
| (iv) | Engaged Capital I Offshore, Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore”), as a feeder fund of Engaged Capital Master I; |
| (v) | Engaged Capital II, LP, a Delaware limited partnership (“Engaged Capital II”), as a feeder fund of Engaged Capital Master II; |
| (vi) | Engaged Capital II Offshore Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore II”), as a feeder fund of Engaged Capital Master II; |
| (vii) | Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment advisor of each of Engaged Capital Master I and Engaged Capital Master II; |
| (viii) | Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and |
| (ix) | Glenn W. Welling, as the managing member and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged Capital I, Engaged Capital II, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660. The officers and directors of each of Engaged Capital Offshore and Engaged Capital Offshore II and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
(c) The principal business of each of Engaged Capital Master I and Engaged Capital Master II is investing in securities. Each of Engaged Capital I and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Master I. Each of Engaged Capital II and Engaged Capital Offshore II is a private investment partnership that serves as a feeder fund of Engaged Capital Master II. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, Engaged Capital Offshore, Engaged Capital II and Engaged Capital Offshore II. Engaged Capital is also the general partner of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, and Engaged Capital II. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder, Managing Member and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of each of Engaged Capital Offshore and Engaged Capital Offshore II.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II are organized under the laws of the Cayman Islands. Engaged Capital I, Engaged Capital II, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
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 Engaged Capital Master I and Engaged Capital Master II 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 B, which is incorporated by reference herein. The aggregate purchase price of the 610,465 Shares beneficially owned by Engaged Capital Master I is approximately $7,039,573, excluding brokerage commissions. The aggregate purchase price of the 821,424 Shares beneficially owned by Engaged Capital Master II is approximately $9,710,261, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 17,403,260 Shares outstanding as of October 31, 2014, 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 November 7, 2014.
As of the close of business on December 10, 2014, Engaged Capital Master I beneficially owned 610,465 Shares, constituting approximately 3.5% of the Shares outstanding. Each of Engaged Capital I and Engaged Capital Offshore, as feeder funds of Engaged Capital Master I, may be deemed to beneficially own the 610,465 Shares owned by Engaged Capital Master I, constituting approximately 3.5% of the Shares outstanding.
As of the close of business on December 10, 2014, Engaged Capital Master II beneficially owned 821,424 Shares, constituting approximately 4.7% of the Shares outstanding. Each of Engaged Capital II and Engaged Capital Offshore II, as feeder funds of Engaged Capital Master II, may be deemed to beneficially own the 821,424 Shares owned by Engaged Capital Master II, constituting approximately 4.7% of the Shares outstanding.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Master I and Engaged Capital Master II, may be deemed to beneficially own the 1,431,889 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, constituting approximately 8.2% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,431,889 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, constituting approximately 8.2% of the Shares outstanding. Mr. Welling, as the managing member and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,431,889 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, constituting approximately 8.2% of the Shares outstanding.
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 or its pecuniary interest therein.
(b) By virtue of their respective positions with Engaged Capital Master I, each of Engaged Capital I, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master I.
By virtue of their respective positions with Engaged Capital Master II, each of Engaged Capital II, Engaged Capital Offshore II, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master II.
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On December 11, 2014 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Joint Filing Agreement by and among Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital II Offshore Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W. Welling, dated December 11, 2014. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 11, 2014
| Engaged Capital Master Feeder I, LP |
| |
| By: | Engaged Capital, LLC General Partner |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Managing Member and Chief Investment Officer |
| Engaged Capital Master Feeder II, LP |
| |
| By: | Engaged Capital, LLC General Partner |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Managing Member and Chief Investment Officer |
| Engaged Capital I, LP |
| | |
| By: | Engaged Capital, LLC General Partner |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Managing Member and Chief Investment Officer |
| Engaged Capital I Offshore, Ltd. |
| | |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Director |
| Engaged Capital II, LP |
| | |
| By: | Engaged Capital, LLC General Partner |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Managing Member and Chief Investment Officer |
| Engaged Capital II Offshore Ltd. |
| | |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Director |
| Engaged Capital, LLC |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Managing Member and Chief Investment Officer |
| Engaged Capital Holdings, LLC |
| |
| By: | /s/ Glenn W. Welling |
| | Name: | Glenn W. Welling |
| | Title: | Sole Member |
| /s/ Glenn W. Welling |
| Glenn W. Welling |
SCHEDULE A
Directors and Officers of Engaged Capital I Offshore, Ltd. and Engaged Capital II Offshore Ltd.
Name and Position | | Principal Occupation | | Principal Business Address | | Citizenship |
| | | | | | |
Glenn W. Welling Director* | | | | | | |
Mark John Cook Director | | Company Director | | 3rd Floor, Harbour Centre George Town, Grand Cayman Cayman Islands | | Australia |
| | | | | | |
Mark Victor Murray Director | | Company Director | | 2F Landmark Square 64 Earth Close Seven Mile Beach Grand Cayman Cayman Islands | | United Kingdom & British Overseas Territory Citizen (Cayman Islands) |
*Mr. Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by Item 2 of Schedule 13D is set forth therein.
SCHEDULE B
Transactions in Securities of the Issuer During the Past Sixty Days
Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
ENGAGED CAPITAL MASTER FEEDER I, LP
Purchase of Common Stock | 4,326 | 12.2857 | 11/05/2014 |
Purchase of Common Stock | 3,549 | 12.3733 | 11/05/2014 |
Purchase of Common Stock | 4,326 | 12.6138 | 11/05/2014 |
Purchase of Common Stock | 4,110 | 12.2740 | 11/05/2014 |
Purchase of Common Stock | 600 | 12.4990 | 11/05/2014 |
Purchase of Common Stock | 4,326 | 12.3982 | 11/05/2014 |
Purchase of Common Stock | 2,163 | 12.3526 | 11/05/2014 |
Purchase of Common Stock | 4,326 | 12.4316 | 11/05/2014 |
Purchase of Common Stock | 3,893 | 12.4580 | 11/05/2014 |
Purchase of Common Stock | 4,320 | 12.4453 | 11/06/2014 |
Purchase of Common Stock | 1,728 | 12.3724 | 11/06/2014 |
Purchase of Common Stock | 3,600 | 12.3472 | 11/06/2014 |
Purchase of Common Stock | 4,320 | 12.3708 | 11/06/2014 |
Purchase of Common Stock | 2,160 | 12.4850 | 11/06/2014 |
Purchase of Common Stock | 4,320 | 12.4076 | 11/06/2014 |
Purchase of Common Stock | 3,584 | 12.3749 | 11/06/2014 |
Purchase of Common Stock | 4,320 | 12.4827 | 11/06/2014 |
Purchase of Common Stock | 933 | 12.7769 | 12/09/2014 |
Purchase of Common Stock | 5,994 | 12.7879 | 12/09/2014 |
Purchase of Common Stock | 10,827 | 13.1450 | 12/09/2014 |
Purchase of Common Stock | 3,417 | 13.2596 | 12/10/2014 |
ENGAGED CAPITAL MASTER FEEDER II, LP
Purchase of Common Stock | 4,656 | 12.3733 | 11/05/2014 |
Purchase of Common Stock | 5,674 | 12.3982 | 11/05/2014 |
Purchase of Common Stock | 5,674 | 12.6138 | 11/05/2014 |
Purchase of Common Stock | 7,000 | 11.7994 | 11/05/2014 |
Purchase of Common Stock | 5,107 | 12.4580 | 11/05/2014 |
Purchase of Common Stock | 10,000 | 12.3982 | 11/05/2014 |
Purchase of Common Stock | 2,837 | 12.3526 | 11/05/2014 |
Purchase of Common Stock | 15,000 | 12.0378 | 11/05/2014 |
Purchase of Common Stock | 7,000 | 12.4152 | 11/05/2014 |
Purchase of Common Stock | 7,000 | 12.2369 | 11/05/2014 |
Purchase of Common Stock | 5,674 | 12.4316 | 11/05/2014 |
Purchase of Common Stock | 10,000 | 12.4316 | 11/05/2014 |
Purchase of Common Stock | 5,674 | 12.2857 | 11/05/2014 |
Purchase of Common Stock | 4,400 | 12.4990 | 11/05/2014 |
Purchase of Common Stock | 5,390 | 12.2740 | 11/05/2014 |
Purchase of Common Stock | 5,680 | 12.4076 | 11/06/2014 |
Purchase of Common Stock | 5,680 | 12.3708 | 11/06/2014 |
Purchase of Common Stock | 2,840 | 12.4850 | 11/06/2014 |
Purchase of Common Stock | 5,680 | 12.4827 | 11/06/2014 |
Purchase of Common Stock | 4,711 | 12.3749 | 11/06/2014 |
Purchase of Common Stock | 5,680 | 12.4453 | 11/06/2014 |
Purchase of Common Stock | 2,272 | 12.3724 | 11/06/2014 |
Purchase of Common Stock | 6,400 | 12.3472 | 11/06/2014 |
Purchase of Common Stock | 6,300 | 12.2187 | 12/01/2014 |
Purchase of Common Stock | 8,400 | 12.7879 | 12/09/2014 |
Purchase of Common Stock | 14,446 | 13.1450 | 12/09/2014 |
Purchase of Common Stock | 10,967 | 12.7769 | 12/09/2014 |
Purchase of Common Stock | 7,683 | 13.2596 | 12/10/2014 |