The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 and Starboard C LP and held in the Starboard Value LP Account 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 1,848,595 Shares beneficially owned by Starboard V&O Fund is approximately $27,562,162, excluding brokerage commissions. The aggregate purchase price of the 412,536 Shares beneficially owned by Starboard S LLC is approximately $6,134,949, excluding brokerage commissions. The aggregate purchase price of the 225,361 Shares beneficially owned by Starboard C LP is approximately $3,352,862, excluding brokerage commissions. The aggregate purchase price of the 587,658 Shares held in the Starboard Value LP Account is approximately $8,696,687, excluding brokerage commissions.
The Shares purchased by Oliver Press Investors 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 68,100 Shares beneficially owned by Oliver Press Investors is approximately $901,257, excluding brokerage commissions.
The Shares purchased by each of Messrs. Gujral, Phelan and Terino were purchased in the open market with personal funds. The aggregate purchase price of the 400 Shares owned directly by Mr. Gujral is approximately $6,612, excluding brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Phelan is approximately $14,488, excluding brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Terino is approximately $14,639, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(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 31,740,189 Shares outstanding, as of March 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Form PREM14A filed with the Securities and Exchange Commission on April 6, 2015.
| (a) | As of the close of business on April 14, 2015, Starboard V&O Fund beneficially owned 1,848,595 Shares. |
Percentage: Approximately 5.8%
| (b) | 1. Sole power to vote or direct vote: 1,848,595 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,848,595 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on April 14, 2015, Starboard S LLC beneficially owned 412,536 Shares. |
Percentage: Approximately 1.3%
| (b) | 1. Sole power to vote or direct vote: 412,536 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 412,536 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on April 14, 2015, Starboard C LP beneficially owned 225,361 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 225,361 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 225,361 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 225,361 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 225,361 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 225,361 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 225,361 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 225,361 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 225,361 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on April 14, 2015, 587,658 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,848,595 Shares owned by Starboard V&O Fund, (ii) 412,536 Shares owned by Starboard S LLC, (iii) 225,361 Shares owned by Starboard C LP, and (iv) 587,658 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.7%
| (b) | 1. Sole power to vote or direct vote: 3,074,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,074,150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,848,595 Shares owned by Starboard V&O Fund, (ii) 412,536 Shares owned by Starboard S LLC, (iii) 225,361 Shares owned by Starboard C LP, and (iv) 587,658 Shares held in the Starboard Value LP Account. |
| Percentage: Approximately 9.7% |
| (b) | 1. Sole power to vote or direct vote: 3,074,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,074,150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,848,595 Shares owned by Starboard V&O Fund, (ii) 412,536 Shares owned by Starboard S LLC, (iii) 225,361 Shares owned by Starboard C LP, and (iv) 587,658 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.7%
| (b) | 1. Sole power to vote or direct vote: 3,074,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,074,150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,848,595 Shares owned by Starboard V&O Fund, (ii) 412,536 Shares owned by Starboard S LLC, (iii) 225,361 Shares owned by Starboard C LP, and (iv) 587,658 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.7%
| (b) | 1. Sole power to vote or direct vote: 3,074,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,074,150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
J. | 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) 1,848,595 Shares owned by Starboard V&O Fund, (ii) 412,536 Shares owned by Starboard S LLC, (iii) 225,361 Shares owned by Starboard C LP, and (iv) 587,658 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.7%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 3,074,150 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 3,074,150 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
K. Oliver Press Investors
| (a) | As of the close of business on April 14, 2015, Oliver Press Investors beneficially owned 68,100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 68,100 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 68,100 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Oliver Press Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
L. Messrs. Oliver and Press
| (a) | Each of Messrs. Oliver and Press, as a managing member of Oliver Press Investors, may be deemed the beneficial owner of the 68,100 Shares owned by Oliver Press Investors. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 68,100 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 68,100 |
| (c) | None of Messrs. Oliver or Press has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Oliver Press Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
M. Mr. Gujral
| (a) | As of the close of business on April 14, 2015, Mr. Gujral directly owned 400 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 400 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 400 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Gujral has not entered into any transactions in the Shares during the past sixty days. |
N. Mr. Phelan
| (a) | As of the close of business on April 14, 2015, Mr. Phelan 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. Phelan has not entered into any transactions in the Shares during the past sixty days. |
O. Mr. Terino
| (a) | As of the close of business on April 14, 2015, Mr. Terino 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. Terino has not entered into any transactions in the Shares during the past sixty days. |
As of the close of business on April 14, 2015, the Reporting Persons collectively beneficially owned an aggregate of 3,144,650 Shares, constituting approximately 9.9% 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.
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 14, 2015
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 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 R GP LLC |
|
|
By: | /s/ Jeffrey C. Smith |
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
|
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Manoj Gujral, Cathal Phelan, and Edward Terino |
Oliver Press Investors, LLC |
|
By: | /s/ Clifford Press |
| Name: | Clifford Press |
| Title: | Managing Member |
|
/s/ Augustus K. Oliver II |
AUGUSTUS K. OLIVER II |
|
|
/s/ Clifford Press |
CLIFFORD PRESS |
|
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
123,800 | 18.6993 | 03/12/2015 |
92,850 | 18.7029 | 03/12/2015 |
15,475 | 18.4995 | 03/13/2015 |
104,041 | 18.0935 | 04/10/2015 |
82,859 | 18.2065 | 04/10/2015 |
STARBOARD VALUE AND OPPORTUNITY S LLC
26,600 | 18.6993 | 03/12/2015 |
19,950 | 18.7029 | 03/12/2015 |
3,325 | 18.4995 | 03/13/2015 |
21,877 | 18.0935 | 04/10/2015 |
17,423 | 18.2065 | 04/10/2015 |
STARBOARD VALUE AND OPPORTUNITY C LP
14,600 | 18.6993 | 03/12/2015 |
10,950 | 18.7029 | 03/12/2015 |
1,825 | 18.4995 | 03/13/2015 |
12,024 | 18.0935 | 04/10/2015 |
9,576 | 18.2065 | 04/10/2015 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
35,000 | 18.6993 | 03/12/2015 |
26,250 | 18.7029 | 03/12/2015 |
4,375 | 18.4995 | 03/13/2015 |
29,058 | 18.0935 | 04/10/2015 |
23,142 | 18.2065 | 04/10/2015 |
OLIVER PRESS INVESTORS, LLC
3,400 | 18.5900 | 03/12/2015 |
5,100 | 17.9614 | 03/27/2015 |