This Amendment No. 14 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the “SEC”) on November 21, 2005, as
amended by Amendment No. 1 filed with the SEC on December 9, 2005, Amendment No. 2
filed with the SEC on December 22, 2005, Amendment No. 3 filed with the SEC on February
15, 2006, Amendment No. 4 filed with the SEC on March 28, 2006, Amendment No. 5 filed
with the SEC on May 22, 2006, Amendment No. 6 filed with the SEC on May 24, 2006,
Amendment No. 7 filed with the SEC on July 13, Amendment No. 8 filed with the SEC on
August 3, 2006, Amendment No. 9 filed with the SEC on September 6, 2006, Amendment No.
10 filed with the SEC on September 22, 2006, Amendment No. 11 filed with the SEC on
October 4, 2006, Amendment No. 12 filed with the SEC on November 21, 2006 and Amendment
No. 13 filed with the SEC on April 4, 2007 (collectively, the “Statement”),
by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”)
and others with respect to the common stock, par value $1.00 per share (the
“Common Stock”), of The Pep Boys-Manny, Moe & Jack, a Pennsylvania
corporation (the "Company"). The principal executive offices of the Company are located
at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132.
Item 2.
|
Identity and
Background
.
|
Item 2(a) - (c) of the Statement is hereby amended and restated as
follows:
(a) - (c) This Statement is being filed by Barington Companies Equity
Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P.,
Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington
Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A.
Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross,
D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund,
Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn
Holdings, LLC and Daniel B. Zwirn (each, a "Reporting Entity" and, collectively, the
"Reporting Entities").
As of October 1, 2007, the Reporting Entities are the beneficial owners
of, in the aggregate, 5,389,491 shares of Common Stock, representing approximately
10.44% of the 51,627,284 shares of Common Stock presently outstanding and approximately
10.44% of the 51,629,672 shares of Common Stock (the “Post-conversion Issued and
Outstanding Shares”) that would be outstanding assuming that all vested stock
options and restricted stock units held by James A. Mitarotonda (as further described
in Item 5 below) were exercised or otherwise converted into shares of Common
Stock.
Barington Companies Equity Partners, L.P. is a Delaware limited
partnership. The principal business of Barington Companies Equity Partners, L.P. is
acquiring, holding and disposing of investments in various companies. The address of
the principal business and principal office of Barington Companies Equity Partners,
L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Investments, L.P. is a Delaware limited partnership. The
principal business of Barington Investments, L.P. is acquiring, holding and disposing
of investments in various companies. The address of the principal business and
principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New
York, New York 10019.
Page
22 of 35 Pages
Barington Companies Offshore Fund, Ltd. is an international business
company organized under the laws of the British Virgin Islands. The principal business
of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of
investments in various companies. The address of the principal business and principal
office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services
Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive
officers and directors of Barington Companies Offshore Fund, Ltd. and their principal
occupations and business addresses are set forth on Schedule I and incorporated by
reference in this Item 2.
The general partner of Barington Companies Equity Partners, L.P. is
Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware
limited liability company. The principal business of Barington Companies Investors, LLC
is serving as the general partner of Barington Companies Equity Partners, L.P. The
address of the principal business and principal office of Barington Companies
Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A.
Mitarotonda is the Managing Member of Barington Companies Investors, LLC.
The general partner of Barington Investments, L.P. is Barington
Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited
liability company. The principal business of Barington Companies Advisors, LLC is
serving as the general partner of Barington Investments, L.P. The address of the
principal business and principal office of Barington Companies Advisors, LLC is 888
Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the
Managing Member of Barington Companies Advisors, LLC.
The investment advisor of Barington Companies Offshore Fund, Ltd. is
Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware
limited liability company. The principal business of Barington Offshore Advisors II,
LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The
address of the principal business and principal office of Barington Offshore Advisors
II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A.
Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.
Barington Companies Investors, LLC, Barington Companies Advisors, LLC
and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of
Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited
partnership. The principal business of Barington Capital Group, L.P. is acquiring,
holding and disposing of investments in various companies. The address of the principal
business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue,
17th Floor, New York, New York 10019.
The general partner of Barington Capital Group, L.P. is LNA Capital
Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA
Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The
address of the principal business and principal office of LNA Capital Corp. is c/o
Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York
10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp.
The executive officers of LNA Capital Corp. and their principal occupations and
business addresses are set forth on Schedule II and incorporated by reference in this
Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and
Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr.
Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New
York, New York 10019.
Page
23 of 35 Pages
RJG Capital Partners, L.P. is a Delaware limited partnership formed to
engage in the business of acquiring, holding and disposing of investments in various
companies. The address of the principal offices of RJG Capital Partners, L.P. is 11517
West Hill Drive, North Bethesda, Maryland 20852.
The general partner of RJG Capital Partners, L.P. is RJG Capital
Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company
formed to be the general partner of RJG Capital Partners, L.P. The address of the
principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North
Bethesda, Maryland 20852. Ronald J. Gross is the Managing Member of RJG Capital
Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management,
LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.
D.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited
partnership formed to be a private investment fund. The address of the principal
business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is 745
Fifth Avenue, 18th Floor, New York, New York 10151.
D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company
organized under the laws of the Cayman Islands formed to be a private investment fund.
The address of the principal business and principal office of D.B. Zwirn Special
Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT,
George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West
Indies. HCM/Z Special Opportunities LLC is an exempted company organized under the laws
of the Cayman Islands formed to be used as an investment vehicle. The address of the
principal business and principal office of HCM/Z Special Opportunities LLC is c/o
Highbridge Capital Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand
Cayman, Cayman Islands, British West Indies. There are no officers of D.B. Zwirn
Special Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of
D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC and
their principal occupations and business addresses are set forth on Schedule III and
incorporated by reference in this Item 2.
The manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn
Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC is D.B. Zwirn
& Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership. The
principal business of D.B. Zwirn & Co., L.P. is acting as the manager of D.B. Zwirn
Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z
Special Opportunities LLC. The address of the principal business and principal office
of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York
10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is
a Delaware limited liability company that acts as the general partner of D.B. Zwirn
& Co., L.P. The address of the principal business and principal office of DBZ GP,
LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.
The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn
Holdings, LLC is a Delaware limited liability company that acts as the managing member
of DBZ GP, LLC. The address of the principal business and principal office of Zwirn
Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B.
Zwirn is the managing member of Zwirn Holdings, LLC. The business address of
Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New
York, New York 10151.
Page
24 of 35 Pages
The Reporting Entities do not believe that certain of the foregoing
information is called for by the Items of Schedule 13D and are disclosing it for
supplemental informational purposes only. Information with respect to each of the
Reporting Entities is given solely by such Reporting Entity and no Reporting Entity
shall have responsibility for the accuracy or completeness of information supplied by
another Reporting Entity.
Item 2(d) - (f) of the Statement is hereby amended and restated as
follows:
(d) - (e) During the last five years, none of the Reporting Entities or
any other person identified in response to this Item 2 was convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a 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) Each natural person identified in
Item 2 is a citizen of the United States, other than Graham Cook, a director of
Barington Companies Offshore Fund, Ltd., Alison Nolan, a director of D.B. Zwirn Special
Opportunities Fund, Ltd. and Hugh Thompson, a director of HCM/Z Special Opportunities
LLC, each of whom is a citizen of the United Kingdom, and Jonathan Clipper, a director
of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United
Kingdom.
Item 3.
|
Source and Amount of Funds or Other
Consideration
.
|
The information contained in Item 3 of the Statement is hereby amended
and supplemented as follows:
Since the filing of the Statement, Barington Companies Equity Partners,
L.P., Barington Investments L.P. and Barington Companies Offshore Fund, Ltd. purchased
an aggregate of 401,700 shares of Common Stock. The amount of funds expended for such
purchases was approximately $385,686.25 by Barington Companies Equity Partners, L.P.,
$681,626.93 by Barington Investments L.P. and $4,774,662.98 by Barington Companies
Offshore Fund, Ltd.
Item 5.
|
Interest in Securities of the
Issuer
.
|
Items 5(a) - (c) of the Statement are hereby amended and restated as
follows:
(a)
As of October 1, 2007, Barington Companies Equity Partners, L.P.
beneficially owns an aggregate of 1,446,680 shares of Common Stock, representing
approximately 2.80% of the shares of Common Stock presently outstanding based upon the
51,627,284
shares of Common Stock reported by the Company to be
issued and outstanding as of August 31, 2007 in its Form 10-Q filed with the Securities
and Exchange Commission on September 19, 2007 (the “Issued and Outstanding
Shares”).
Page
25 of 35 Pages
As of October 1, 2007, Barington Investments, L.P. beneficially owns
889,928 shares of Common Stock, representing approximately 1.72% of the Issued and
Outstanding Shares. As of October 1, 2007, Barington Companies Offshore Fund, Ltd.
beneficially owns 2,512,411 shares of Common Stock, representing approximately 4.87% of
the Issued and Outstanding Shares. As the general partner of Barington Companies Equity
Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own
the 1,446,680 shares of Common Stock beneficially owned by Barington Companies Equity
Partners, L.P., representing approximately 2.80% of the Issued and Outstanding Shares.
As the general partner of Barington Investments, L.P., Barington Companies Advisors,
LLC may be deemed to beneficially own the 889,928 shares of Common Stock beneficially
owned by Barington Investments, L.P., representing approximately 1.72% of the Issued
and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund,
Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the
2,512,411 shares of Common Stock beneficially owned by Barington Companies Offshore
Fund, Ltd., representing approximately 4.87% of the Issued and Outstanding Shares. As
the majority member of Barington Companies Advisors, LLC, Barington Companies
Investors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P.
may be deemed to beneficially own the 1,446,680 shares of Common Stock beneficially
owned by Barington Companies Equity Partners, L.P., the 889,928 shares of Common Stock
beneficially owned by Barington Investments, L.P. and the 2,512,411 shares of Common
Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an
aggregate of 4,849,019 shares, representing approximately 9.39% of the Issued and
Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA
Capital Corp. may be deemed to beneficially own the 1,446,680 shares of Common Stock
beneficially owned by Barington Companies Equity Partners, L.P., the 889,928 shares of
Common Stock beneficially owned by Barington Investments, L.P. and the 2,512,411 shares
of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd.,
constituting an aggregate of 4,849,019 shares of Common Stock, representing
approximately 9.39% of the Issued and Outstanding Shares. As the sole stockholder and
director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own
the 1,446,680 shares of Common Stock beneficially owned by Barington Companies Equity
Partners, L.P., the 889,928 shares of Common Stock beneficially owned by Barington
Investments, L.P. and the 2,512,411 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd., constituting an aggregate of 4,849,019 shares
of Common Stock. Mr. Mitarotonda, who is a director of the Company, may also be deemed
to beneficially own 745 shares of Common Stock issuable upon the conversion of
restricted stock units granted to him that vest within 60 days of October 1,
2007 and 1,643 shares of Common Stock issuable pursuant to options granted to him
that are exercisable within 60 days of October 1, 2007. As a result, Mr. Mitarotonda
may be deemed to beneficially own an aggregate of 4,851,407 shares of Common Stock,
representing approximately 9.40% of the Post-conversion Issued and Outstanding Shares.
Mr. Mitarotonda has sole voting and dispositive power with respect to the
1,446,680 shares of Common Stock beneficially owned by Barington Companies Equity
Partners, L.P., the 889,928 shares of Common Stock beneficially owned by Barington
Investments, L.P. and the 2,512,411 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership
of any such shares except to the extent of his pecuniary interest therein. Mr.
Mitarotonda may also be deemed to have sole voting and dispositive power with respect
to the 745 shares of Common Stock issuable upon the conversion of restricted stock
units granted to him that vest within 60 days of October 1, 2007 and the 1,643 shares
of Common Stock issuable pursuant to options granted to him that are exercisable within
60 days of October 1, 2007.
Page
26 of 35 Pages
As of October 1, 2007, RJG Capital Partners, L.P. beneficially owns
8,600 shares of Common Stock, representing approximately 0.02% of the Issued and
Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital
Management, LLC may be deemed to beneficially own the 8,600 shares owned by RJG Capital
Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares.
As the managing member of RJG Capital Management, LLC, which in turn is the general
partner of RJG Capital Partners, L.P., Ronald Gross may be deemed to beneficially own
the 8,600 shares owned by RJG Capital Partners, L.P., representing approximately 0.02%
of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power
with respect to the 8,600 shares owned by RJG Capital Partners, L.P. by virtue of his
authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership
of any such shares except to the extent of his pecuniary interest therein.
As of October 1, 2007, D.B. Zwirn Special Opportunities Fund, L.P.
beneficially owns 52,944 shares of Common Stock, representing approximately 0.10% of
the Issued and Outstanding Shares. As of October 1, 2007, each of D.B. Zwirn Special
Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 368,259
shares and 108,281 shares of Common Stock, respectively, representing approximately
0.71% and 0.21%, respectively, of the Issued and Outstanding Shares.
As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B.
Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn
& Co., L.P. may be deemed to beneficially own the 52,944 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares
of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and
the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities
LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of
the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P.,
DBZ GP, LLC may be deemed to beneficially own the 52,944 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares
of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and
the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities
LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of
the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn
Holdings, LLC may be deemed to beneficially own the 52,944 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares
of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and
the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities
LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of
the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC,
Daniel B. Zwirn may be deemed to beneficially own the 52,944 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares
of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and
the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities
LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of
the Issued and Outstanding Shares. Mr. Zwirn has sole voting and dispositive power with
respect to the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special
Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B.
Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock
beneficially owned by HCM/Z Special Opportunities LLC. Mr. Zwirn disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest
therein.
Page
27 of 35 Pages
The Reporting Entities do not believe that certain of the foregoing
information is called for by the Items of Schedule 13D and are disclosing it for
supplemental informational purposes only. Information with respect to each of the
Reporting Entities is given solely by such Reporting Entity and no Reporting Entity
shall have responsibility for the accuracy or completeness of information supplied by
another Reporting Entity.
(b)
Each of the Reporting Entities may be deemed to have sole voting and
dispositive power over the shares of Common Stock reported as beneficially owned by
such person by virtue of their respective positions as described in paragraph
(a).
Each of the other Reporting Entities may be deemed to have sole voting
and dispositive power with respect to the shares each reports as beneficially owned by
such person, regardless of the fact that multiple Reporting Entities within the same
chain of ownership report sole voting and dispositive power with respect to such
shares. Each such Reporting Entity reports sole voting and dispositive power with
respect to such shares based on such person’s relationship to the other Reporting
Entities within the same chain of ownership. Except to the extent expressly stated
herein, each Reporting Entity disclaims beneficial ownership of any shares of Common
Stock beneficially owned by any other Reporting Entity.
(c)
Information concerning all transactions in shares of Common Stock
effected by the Reporting Persons since the filing of the Statement are described in
Schedule IV attached hereto and incorporated herein by reference.
Page
28 of 35 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: October 2, 2007
|
|
BARINGTON COMPANIES EQUITY
|
|
|
PARTNERS, L.P.
|
|
|
By: Barington Companies Investors, LLC, its
general partner
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: Managing Member
|
|
|
BARINGTON COMPANIES INVESTORS, LLC
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: Managing Member
|
|
|
BARINGTON INVESTMENTS, L.P.
|
|
|
By: Barington Companies Advisors, LLC, its
general partner
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: Managing Member
|
|
|
BARINGTON COMPANIES ADVISORS, LLC.
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: Managing Member
|
|
|
BARINGTON COMPANIES OFFSHORE
|
|
|
FUND, LTD.
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: President
|
Page
29 of 35 Pages
|
|
BARINGTON OFFSHORE ADVISORS II, LLC
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: Managing Member
|
|
|
BARINGTON CAPITAL GROUP, L.P.
|
|
|
By: LNA Capital Corp., its general partner
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: President and CEO
|
|
By:
/s/ James A.
Mitarotonda
|
|
Name: James A. Mitarotonda
|
|
Title: President and CEO
|
|
/s/ James A. Mitarotonda
|
|
James A. Mitarotonda
|
|
|
RJG CAPITAL PARTNERS, L.P.
|
|
|
By: RJG Capital Management, LLC, its general
partner
|
|
By:
/s/ Ronald J.
Gross
|
|
Name: Ronald J. Gross
|
|
Title: Managing Member
|
|
|
RJG CAPITAL MANAGEMENT, LLC
|
|
By:
/s/ Ronald J.
Gross
|
|
Name: Ronald J. Gross
|
|
Title: Managing Member
|
|
|
/s/ Ronald J. Gross
|
|
|
Ronald J. Gross
|
Page
30 of 35 Pages
|
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
|
|
|
By: D.B. Zwirn Partners, LLC, its general
partner
|
|
|
By: Zwirn Holdings, LLC, its managing member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
|
Title: Managing Member
|
|
|
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
|
|
|
By: D.B. Zwirn & Co., L.P., its manager
|
|
|
By: DBZ GP, LLC, its general partner
|
|
|
By: Zwirn Holdings, LLC, its managing member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
|
Title: Managing Member
|
|
|
HCM/Z SPECIAL OPPORTUNITIES LLC
|
|
|
By: D.B. Zwirn & Co., L.P., its manager
|
|
|
By: DBZ GP, LLC, its general partner
|
|
|
By: Zwirn Holdings, LLC, its managing member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
|
Title: Managing Member
|
|
|
D.B. ZWIRN & CO., L.P.
|
|
|
By: DBZ GP, LLC, its general partner
|
|
|
By: Zwirn Holdings, LLC, its managing member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
|
Title: Managing Member
|
Page
31 of 35 Pages
|
|
DBZ GP, LLC
|
|
|
By: Zwirn Holdings, LLC, its managing member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
|
Title: Managing Member
|
|
By:
/s/ Daniel B.
Zwirn
|
|
Name: Daniel B. Zwirn
|
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Title: Managing Member
|
|
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/s/ Daniel B. Zwirn
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Daniel B. Zwirn
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Page 32 of 35 Pages
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund,
Ltd.
Name and Position
|
Principal Occupation
|
Principal Business Address
|
|
|
|
James A. Mitarotonda
Director and President
|
Chairman and Chief Executive
Officer of Barington Capital
Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
|
|
|
Sebastian E. Cassetta
Director
|
Senior Managing Director and Chief Operating Officer
of
Barington Capital Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
|
|
|
Jonathan Clipper
Director
|
Managing Director of
Bedford Management Ltd
|
7 Reid Street, Suite 108
Hamilton HM11, Bermuda
|
|
|
|
Graham Cook
Director
|
Director/Manager, Corporate
Services of Byson Financial
Services, Ltd.
|
Bison Court
P.O. Box 3460
Road Town, Tortola
British Virgin Islands
|
|
|
|
Citigroup Fund Services, Ltd.
Secretary
|
Fund Administration
|
Washington Mall 1, 3
rd
Flr.
22 Church Street
Hamilton HM11, Bermuda
|
|
|
|
Seth I. Berman
Treasurer
|
Chief Financial Officer of
Barington Capital Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
Page
33 of 35 Pages
SCHEDULE II
Officers of LNA Capital Corp.
Name and Position
|
Principal Occupation
|
Principal Business Address
|
|
|
|
James A. Mitarotonda
President and CEO
|
Chairman and Chief Executive
Officer of Barington Capital
Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
|
|
|
Sebastian E. Cassetta
Secretary
|
Senior Managing Director and
Chief Operating Officer of
Barington Capital Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
|
|
|
Seth I. Berman
Treasurer
|
Chief Financial Officer of
Barington Capital Group, L.P.
|
888 Seventh Avenue
17
th
Floor
New York, NY 10019
|
Page
34 of 35 Pages
SCHEDULE III
Directors of D.B. Zwirn Special Opportunities Fund, Ltd.
Name and Position
|
Principal Occupation
|
Principal Business Address
|
|
|
|
Daniel B. Zwirn
Director
|
Managing Partner of D.B. Zwirn
& Co., L.P.
|
745 Fifth Avenue
18
th
Floor
New York, NY 10151
|
|
|
|
Alison Nolan
Director
|
Managing Director of Athena
International Management
Limited
|
Ugland House, 113 South
Church Street, George Town,
Grand Cayman
|
Directors of HCM/Z Special Opportunities LLC
Name and Position
|
Principal Occupation
|
Principal Business Address
|
|
|
|
Glenn R. Dubin
Director
|
Managing Member/Co-Founder
of Highbridge Capital
Management and Co-Chairman
of Dubin & Swieca Capital
Management
|
9 West 57th Street
27
th
Floor
New York, NY 10019
|
|
|
|
Hugh G. Thompson
Director
|
Senior Vice President of Maples
Finance Limited
|
PO Box 1093GT
Queensgate House
South Church Street, George
Town
Grand Cayman, Cayman
Islands
|
Page 35 of 35 Pages
SCHEDULE IV
This schedule sets forth information with respect to each purchase or
sale of Common Stock which was effectuated by a Reporting Entity since the filing of
the Statement. All transactions were effectuated in open market transactions through a
broker.
Shares purchased by Barington Companies Equity Partners,
L.P.
|
|
|
|
|
|
|
|
|
|
Date
|
|
Number of Shares
|
|
Price Per Share
|
|
Cost (*)
|
|
9/28/2007
|
|
27,342
|
|
$14.106
|
|
$385,686.25
|
|
Shares purchased by Barington Investments,
L.P.
|
|
|
|
|
|
|
|
|
|
Date
|
|
Number of Shares
|
|
Price Per Share
|
|
Cost (*)
|
|
8/23/2007
|
|
9,584
|
|
$15.169
|
|
$145,379.70
|
|
8/24/2007
|
|
9,584
|
|
$15.172
|
|
$145,408.45
|
|
8/28/2007
|
|
14,631
|
|
$14.899
|
|
$217,987.27
|
|
9/14/2007
|
|
3,039
|
|
$14.944
|
|
$45,414.82
|
|
9/27/2007
|
|
9,067
|
|
$14.055
|
|
$127,436.69
|
|
Shares purchased by Barington Companies Offshore Fund,
Ltd.
|
|
|
|
|
|
|
|
|
|
Date
|
|
Number of Shares
|
|
Price Per Share
|
|
Cost (*)
|
|
8/23/2007
|
|
31,816
|
|
$15.169
|
|
$482,616.90
|
|
8/24/2007
|
|
31,816
|
|
$15.172
|
|
$482,712.35
|
|
8/28/2007
|
|
48,569
|
|
$14.899
|
|
$723,629.53
|
|
9/14/2007
|
|
19,061
|
|
$14.944
|
|
$284,847.58
|
|
9/17/2007
|
|
33,600
|
|
$14.766
|
|
$496,137.60
|
|
9/27/2007
|
|
56,777
|
|
$14.055
|
|
$798,000.74
|
|
9/28/2007
|
|
106,814
|
|
$14.106
|
|
$1,506,718.28
|
|
|
|
|
|
|
|
|
|
(*)
|
|
Excludes commissions and other execution-related
costs
|
|
|
|
|
|