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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 2)*
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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(CUSIP Number)
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Steven J. Pully
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Carlson Capital, L.P.
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2100 McKinney Avenue
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Dallas, TX 75201
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(214) 932-9600
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with a copy to:
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David E. Rosewater
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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(Date of Event which Requires
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Filing of this Statement)
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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. [ ]
* 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).
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
2
of 9 Pages
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1
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NAME OF REPORTING PERSON PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Double Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,402,005
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,402,005
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,402,005
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
3
of 9 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
197,995
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
197,995
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
197,995
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
4
of 9 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carlson Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,600,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,600,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
5
of 9 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Asgard Investment Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,600,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,600,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
6
of 9 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clint D. Carlson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,600,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,600,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page
7
of 9 Pages
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This Amendment No. 2 to Schedule 13D ("
Amendment No. 2
") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”) on June 17, 2011 (the “
Original Schedule 13D
”) and Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 28, 2011 (“
Amendment No. 1
” and together with the Original Schedule 13D and this Amendment No. 2, the “
Schedule 13D
”) with respect to the common stock (the “
Common Stock
”) of Ruby Tuesday, Inc., a Georgia corporation (the “
Issuer
”).
On June 16, 2011, the Reporting Persons, the Becker Drapkin Parties and Mr. Brodsky entered into an Amended and Restated Group Agreement (the “
Group Agreement
”). The Group Agreement was attached to the Original Schedule 13D as Exhibit 2 thereto and is incorporated herein by reference. As described in Item 6 of this Schedule 13D, the Reporting Persons, the Becker Drapkin Parties and Mr. Brodsky have terminated (i) their status as a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “
Exchange Act
”) and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement (other than certain provisions of the Group Agreement which expressly survive the termination thereof). The security interests reported in this Schedule 13D do not include security interests owned by the Becker Drapkin Parties or Mr. Brodsky. This Schedule 13D only reports information on the Reporting Persons identified in the cover pages hereto and does not report any acquisition or disposition of Common Stock by the Becker Drapkin Parties or Mr. Brodsky.
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Item 4.
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PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:
On June 30, 2011, the Issuer entered into an agreement with the Reporting Persons (the “
Standstill Agreement
”) that will result in Mr. Becker and Mr. Drapkin becoming members of the Issuer's Board.
The following is a brief description of certain terms of the Standstill Agreement, which description is qualified in its entirety by reference to the full text of the Standstill Agreement which is attached as Exhibit 1 hereto and incorporated by reference herein.
Under the terms of the Standstill Agreement, (a) the Issuer has agreed on or before July 8, 2011 (i) to increase the size of the Board to a total of nine directors, (ii) to appoint Mr. Becker and Mr. Drapkin as directors of the Board in Class I and Class III, respectively, (iii) to appoint Mr. Becker to the Executive Compensation and Human Resources Committee of the Board and the Nominating and Governance Committee of the Board; and (iv) to appoint Mr. Drapkin to the Audit Committee of the Board and the Nominating and Governance Committee of the Board; (b) the Issuer has agreed to nominate Mr. Becker for reelection to the Board at the 2011 Annual Meeting; (c) the Reporting Persons have agreed, at all shareholder meetings where the election of directors will be voted on during such time as Mr. Becker or Mr. Drapkin serves as a director of the Issuer, to cause all shares of Common Stock beneficially owned by the Reporting Persons to be present for quorum purposes and to be voted in favor of all directors nominated by the Board for election; and (d) the Reporting Persons have agreed to abide by certain standstill provisions until the second anniversary of the 2011 Annual Meeting (or such earlier date upon the occurrence of certain events, as described in the Standstill Agreement) (the “
Standstill Period
”).
Under the terms of the Standstill Agreement, the Reporting Persons have acknowledged that (a) Mr. Becker and Mr. Drapkin each irrevocably tenders his resignation as director effective as of the date that the beneficial ownership of the Reporting Persons in the Common Stock of the Issuer and the beneficial ownership of the Becker Drapkin Parties in the Common Stock of the Issuer, in the aggregate, falls below 5% of the outstanding Common Stock of the Issuer and (b) Mr. Becker and Mr. Drapkin each irrevocably tenders his resignation as director effective as of the date, if any, that the BD Parties breach in any material respect any of their representations, warranties, commitments or obligations set forth in Sections 3, 6(b), 7, 8, 9 and 10 of the standstill agreement among the Becker Drapkin Parties and the Issuer and such breach has not been cured within 30 days following written notice of such breach so long as such breach is curable, and, in each case, the Board may accept either or both such resignations, in its sole discretion, by a majority vote (excluding Mr. Becker and Mr. Drapkin).
Under the terms of the Standstill Agreement, (i) the Issuer has also agreed that, during the Standstill Period, any increase in the size of the Board other than in connection with the appointment of Mr. Drapkin will be subject to the prior written consent of the Reporting Persons and (ii) if either of Mr. Becker or Mr. Drapkin is unable or unwilling to serve (or continue to serve) as a director for any reason, then the Issuer and the Becker Drapkin Parties shall agree on a replacement for such director(s).
On June 30, 2011, the Issuer appointed Mr. Becker and Mr. Drapkin to serve as directors of the Board and to serve on such committees of the Board as described above.
Pursuant to the terms of the Standstill Agreement, Becker Drapkin QP and Becker Drapkin, L.P. withdrew, effective upon the date Mr. Becker and Mr. Drapkin were nominated to the Board, the Notice.
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page 8
of 9 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b)
On June 16, 2011, the Group Agreement was entered into by (i) the Becker Drapkin Parties, (ii) the Reporting Persons and (iii) Mr. Brodsky (collectively with the Becker Drapkin Parties and Reporting Persons, the “
Group
”). On June 30, 2011, the Reporting Persons entered into an agreement (the “
Group Termination Agreement
”) with the Becker Drapkin Parties and Mr. Brodsky whereby the parties thereto, on behalf of themselves and their respective affiliates, terminated (i) their status as a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement (other than certain provisions of the Group Agreement which expressly survive the termination thereof). The foregoing description is qualified in its entirety by reference to the full text of the Group Termination Agreement, a copy of which is attached as Exhibit 2 and incorporated by reference herein.
The Reporting Persons may be deemed to beneficially own in the aggregate 3,600,000 shares of Common Stock. Based upon a total of 65,097,871 shares of Common Stock outstanding as of April 7, 2011, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 11, 2011, the Reporting Persons' shares represent approximately 5.5% of the outstanding shares of Common Stock.
As a result of the Group Termination Agreement, the Reporting Persons will no longer be deemed to beneficially own any securities held by the Becker Drapkin Parties or Mr. Brodsky.
Carlson Capital, Asgard and Mr. Carlson have the power to vote and direct the disposition of (i) the 3,402,005 shares of Common Stock reported herein as owned by Double Offshore and (ii) the 197,995 shares of Common Stock reported herein as owned by Offshore.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
On June 30, 2011, the Issuer and the BD Parties entered into the Standstill Agreement, the terms of which are described in Item 4 of this Schedule 13D.
On June 30, 2011, the Reporting Persons, the Becker Drapkin Parties and Mr. Brodsky entered into the Group Termination Agreement, the terms of which are described in Item 5 of this Schedule 13D. In addition, the Group Termination Agreement amended the terms of the payment by Carlson Capital, L.P. of certain fees to BD Management. Pursuant to the Group Termination Agreement, the percentage of any realized gains on Common Stock directly held or beneficially owned by any Carlson Party or affiliate thereof to be paid by Carlson Capital to BD Management (pursuant to Section 8 of the Group Agreement, which section shall survive the termination thereof) shall be reduced from 10% to 7% with respect to any Common Stock purchased once the aggregate purchase amount of such Common Stock by the Carlson Parties exceeds $30,000,000.
Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit
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Description
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1
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Agreement, dated June 30, 2011, by and among the Issuer and Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp. and Clint D. Carlson
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2
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Group Termination Agreement, dated June 30, 2011, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners III, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; Clint D. Carlson and Michael Brodsky
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CUSIP No.
781182100
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SCHEDULE 13D/A
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Page 9
of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: Date: July 1, 2011
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DOUBLE BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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Name:
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Clint D. Carlson
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Title:
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President
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BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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Name:
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Clint D. Carlson
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Title:
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President
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CARLSON CAPITAL, L.P.
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By:
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Name:
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Clint D. Carlson
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Title:
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President
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ASGARD INVESTMENT CORP.
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By:
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Name:
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Clint D. Carlson
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Title:
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President
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By:
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Name:
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Clint D. Carlson
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EXHIBIT 1
Execution Version
Standstill Agreement
AGREEMENT
This Agreement, dated as of June 30, 2011, is by and among Ruby Tuesday, Inc., a Georgia corporation (the “
Company
”), and Double Black Diamond Offshore Ltd., a limited partnership formed under the laws of the Cayman Islands, Black Diamond Offshore Ltd., a limited partnership formed under the laws of the Cayman Islands, Carlson Capital, L.P., a Delaware limited partnership, Asgard Investment Corp., a Delaware corporation and Clint D. Carlson (collectively, the “
Shareholder Group
”).
WHEREAS, the Shareholder Group is a party to that certain Amended and Restated Group Agreement dated June 16, 2011 by and among (i) the Shareholder Group; (ii) Steven R. Becker, an individual resident of Texas (“
Becker
”), Matthew A. Drapkin, an individual resident of New York (“
Drapkin
”), Becker Drapkin Partners (QP), L.P., a Texas limited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership, BD Partners III, L.P., a Texas limited partnership, Becker Drapkin Management, L.P., a Texas limited partnership, and BC Advisors, LLC, a Texas limited liability company (collectively with Becker and Drapkin, “
BD
”) and (iii) Michael Brodsky, with respect to the Common Stock (as defined below);
WHEREAS, the Company and the Shareholder Group have determined that the interests of the Company and its shareholders would be best served by adding Becker and Drapkin to the Board (as defined below) on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.
Definitions.
For purposes of this Agreement:
(a) The terms “
Affiliate
” and “
Associate
” have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “
SEC
”) under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
provided
that neither “Affiliate” nor “Associate” shall include (i) any person that is a publicly held concern and is otherwise an Affiliate or Associate by reason of the fact that a principal of any member of the Shareholder Group serves as a member of the board of directors or similar governing body of such concern, (ii)
such principal in its capacity as a member of the board of directors or other similar governing body of such concern or (iii) any entity which is an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2; the terms “beneficial owner” and “beneficial ownership” shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, the media, estate, trust, association, organization or other entity of any kind or nature, including any governmental authority.
(b)
“Board”
means the Board of Directors of the Company.
(c)
“Common Stock”
means the common stock of the Company, par value $0.01 per share.
(d)
“NYSE”
means the New York Stock Exchange.
(e)
“Ownership Interest”
means, with respect to the Common Stock, having beneficial ownership of the Common Stock.
(f)
“Standstill Period”
means the period from the date hereof until the earlier of (i) the second anniversary of the annual meeting of shareholders of the Company (
“Annual Meeting
”) to be held in 2011, (ii) such date that the Board has accepted the resignation of both Becker and Drapkin as directors pursuant to Section 6(a) hereof, (iii) the date on which the Nominating and Governance Committee of the Board notifies the Shareholder Group that it has resolved to not nominate Drapkin for election to the Board at the Annual Meeting to be held in 2013 pursuant to Section 4(e) hereof and (iv) such date, if any, as the Company has breached in any material respect any of its representations, warranties, commitments or obligations set forth in Sections 2, 4, 5 or 13 hereof and such breach has not been cured within 30 days following written notice of such breach so long as such breach is curable,
provided
that in no event shall a breach of the notice obligation in Section 4(e) be deemed “curable”.
2.
Representations and Warranties of the Company
. The Company represents and warrants as follows as of the date hereof:
(a) The Company has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.
(c) The execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree, in each case that is applicable to the Company, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, (A) any organizational document of the Company or (B) any agreement, contract, commitment, understanding or arrangement, in each case to which the Company is a party or by which it is bound and which is material to the Company’s operations.
3.
Representations and Warranties of the Shareholder Group
. Each member of the Shareholder Group severally, and not jointly, represents and warrants with respect to himself or itself as follows as of the date hereof:
(a) Such party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. Such party, if an entity, has the corporate, limited partnership or limited liability company power and authority, as applicable, to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed, and delivered by such party, constitutes a valid and binding obligation and agreement of such party, and is enforceable against such party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.
(c) The execution, delivery and performance of this Agreement by such party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to him or it, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, (A) any organizational document, if an entity, or (B) any agreement, contract, commitment, understanding or arrangement, in each case to which he or it is a party or by which he or it is bound and which is material to the Shareholder Group’s business or operations.
(d) As of the date hereof, such party is the beneficial owner of the number of shares of Common Stock as set forth on the applicable cover page (including any cross-referenced information) relating to such party in the most recent report of beneficial ownership of Common Stock on Amendment No. 1 to Schedule 13D, filed by members of the Shareholder Group with the SEC on June 28, 2011 (as amended, the
“Schedule 13D”
). Except for those Affiliates and Associates of such member with respect to whom a cover page is included in the Schedule 13D, to the actual knowledge of the Shareholder Group after reasonable inquiry, no other Affiliate or Associate of such member beneficially owns any shares of Common Stock.
4.
Appointment of Directors; Related Matters
. (a) Provided that the Shareholder Group’s Ownership Interest and BD’s Ownership Interest are, in the aggregate as of the Appointment Date, at least equal to 5% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act), as soon as reasonably practicable, but in any event within five business days from the date hereof (the
“Appointment Date”
), the Board shall:
(i) appoint Becker to the Board as a Class I director (term expiring in 2011) and adopt a resolution appointing him to the Executive Compensation and Human Resources Committee of the Board and the Nominating and Governance Committee, in each case effective as of the Appointment Date;
(ii) appoint Drapkin to the Board as a Class III director (term expiring in 2013) and adopt a resolution appointing him to the Audit Committee (subject to qualification as an audit committee financial expert under NYSE listing rules) of the Board and the Nominating and Governance Committee, in each case effective as of the Appointment Date; and
(iii) adopt a resolution in accordance with the Company’s Articles of Incorporation and Bylaws increasing the size of the Board to a total of nine directors in order to accommodate Drapkin’s appointment as a director of the Company pursuant to Section 4(a)(ii) hereof, effective as of the Appointment Date.
(b) The Board and the Nominating and Governance Committee shall nominate Becker for re-election as director in Class I when his term expires at the Annual Meeting to be held in 2011. In addition, the Company shall recommend that the Company’s shareholders vote, and shall solicit proxies, in favor of the election of Becker at such Annual Meeting and otherwise support Becker for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. In addition, if elected at such Annual Meeting, Becker shall continue to serve on each of the Executive Compensation and Human Resources Committee and the Nominating and Governance Committee, so long as Becker continues to meet all the legal and listing requirements for service on such committees.
(c) The Company agrees that, during the Standstill Period, any increase in the size of the Board other than in connection with the appointment of Drapkin shall be subject to the prior written consent of the Shareholder Group.
(d) The Company agrees that, during the Standstill Period, the Company will not change the Class year of Becker or Drapkin as a director unless (i) the Shareholder Group has consented to such change or (ii) such change would extend the term of Becker’s or Drapkin’s, as applicable, term as a director. The Company agrees that, during the Standstill Period, the Company will not remove Becker or Drapkin from the committees of the Board on which Becker and Drapkin have been appointed to pursuant to Sections 4(a)(i), 4(a)(ii) and 4(b) hereof, respectively, without the prior consent of the Shareholder Group, so long as Becker and Drapkin each continue to meet all the legal and listing requirements for service on such committees.
(e) At least 60 days prior to the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board or the proposal of business at the Annual Meeting to be held in 2013 would be considered timely under the Company’s Articles of Incorporation and Bylaws, the Nominating and Governance Committee will notify the Shareholder Group whether it has resolved to recommend Drapkin for election to the Board at the Annual Meeting to be held in 2013. If the Nominating and Governance Committee has resolved to so recommend Drapkin, (i) the Board and the Nominating and Governance Committee shall nominate Drapkin for election as director in Class III at the Annual Meeting to be held in 2013 and (ii) the Company shall recommend that the Company’s shareholders vote, and shall solicit proxies, in favor of the election of Drapkin at such Annual Meeting and otherwise support Drapkin for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.
5.
Replacement Directors
. If at any time during the Standstill Period, Becker or Drapkin is unable or unwilling to serve as a director of the Company, BD and the Board (excluding Becker and Drapkin) shall appoint a replacement for Becker or Drapkin, as applicable (in which case all references in this Agreement to “Becker” or “Drapkin” shall refer to such person’s replacement), who is mutually agreeable to BD and the Board, within 90 days of Becker or Drapkin validly tendering his resignation from the Board.
6.
Minimum Ownership
. (a) The members of the Shareholder Group acknowledge that Becker and Drapkin have each irrevocably tendered his resignation as director effective as of the date that (i) the Ownership Interest of the Shareholder Group and BD, in the aggregate, falls below 5% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act) or (ii) BD breaches its obligations under Section 6(b) of that certain agreement, dated as of the date hereof, by and among the Company and BD (the
“BD Settlement Agreement”
) and such breach has not been cured within 30 days following written notice of such breach, and the Board may accept either or both such resignations, in its sole discretion, by a majority vote (excluding Becker and Drapkin);
provided
that, for the avoidance of doubt, in the event Becker or Drapkin resign from the Board, and a replacement director(s) is appointed pursuant to Section 5 hereof, the members of the Shareholder Group acknowledge that this Section 6(a) shall apply to such replacement director(s), and the members of the Shareholder Group acknowledge that BD and its Affiliates and Associates will be obligated to cause such replacement director(s) to fulfill such obligation.
(b) For purposes of this Agreement, the Ownership Interest of the Shareholder Group and BD shall be determined based on the latest public filing made by the Shareholder Group or BD with the SEC with respect to the Ownership Interest; provided that if at any time either of the Shareholder Group or BD are no longer required to publicly disclose their respective Ownership Interest through public filings made with the SEC, such party shall (i) promptly (and in any event within five (5) business days) inform the Company of such change, (ii) disclose such party’s Ownership Interest to the Company on a quarterly basis and (iii) at the Company’s request, produce documentary evidence reasonably necessary to verify that such party’s Ownership Interest reported to the Company is accurate.
7.
Voting
. At all shareholder meetings where the matters described in this Section 7 will be voted on during such time as Becker or Drapkin serves as a director of the Company, each member of the Shareholder Group shall cause all shares of Common Stock beneficially owned by it or its respective Affiliates or Associates, to be present for quorum purposes and to be voted in favor of all directors nominated by the Board for election.
8.
Standstill
. Each member of the Shareholder Group agrees that other than as may be required by applicable law, order or regulation, during the Standstill Period, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to:
(a) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own, or have the right to acquire beneficial ownership of, more than 9.99% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act);
(b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement;
(c) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 3(d) hereof or acquired in the future (subject to the limitations set forth in Section 8(a) hereof) or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement;
(d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting;
(e) call, seek to call, or to request the calling of, a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company or make a request for a list of the Company’s shareholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company, except as expressly permitted by this Agreement;
(f) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries;
(g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 7 hereof or this Section 8, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement;
(h) publicly disparage any member of the Board or management of the Company,
provided
that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure;
(i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or
(j) take or cause or induce or assist others to take any action inconsistent with any of the foregoing.
9.
Company Policies
. (a) The members of the Shareholder Group acknowledge that Becker or Drapkin, or both of them, may be required, in accordance with the Company policies, to tender their resignations from the Board in the event that they receive more “against” votes than “for” votes in an uncontested election of the Company’s directors, and that the Company’s Nominating and Governance Committee, in accordance with such policy, may determine that it is in the best interests of the Company to accept such resignations. The members of the Shareholder Group acknowledge and agree that such action or actions in accordance with the Company Policies shall not constitute a breach of this Agreement by the Company.
(b) The members of the Shareholder Group acknowledge that they are aware that United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling any securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
(c) The members of the Shareholder Group acknowledge that they will not be entitled to receive any non-public information from the Company or BD.
10.
Compensation
. The members of the Shareholder Group acknowledge that each of Becker and Drapkin shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company and shall be eligible to be granted equity-based compensation on the same basis as all other non-employee directors of the Company.
11.
Indemnification and Insurance
. The members of the Shareholder Group acknowledge that each of Becker and Drapkin shall be entitled to the same rights of indemnification as the other directors of the Company as such rights may exist from time to time.
12.
Non-Disparagement
. During the Standstill Period, the Company shall not publicly disparage any member of the Shareholder Group or any member of the management of the Shareholder Group, provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure.
13.
SEC Filings
. The members of the Shareholder Group shall promptly file an amendment to the Schedule 13D reporting entry into this agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Such amendment shall also reflect the withdrawal of the Nominating Letter (as defined below) as described in Section 14 hereof and the termination of the “group” as described in Section 15 hereof. Such members of the Shareholder Group shall provide the Company with a reasonable opportunity to review and comment on such amendment in advance of filing, and shall accept any such reasonable and timely comments of the Company.
14.
Withdrawal of Nominating Letter; Press Release
. The members of the Shareholder Group acknowledge that BD has agreed that, on or promptly after the date hereof, the Company and BD shall issue a joint press release reasonably satisfactory to such parties (the
“Joint Press Release”
), which press release shall include a statement that, pursuant to this Agreement, BD will be withdrawing its letter dated June 1, 2011 to the Secretary of the Company providing notice of its intent to nominate persons for election as directors at Annual Meeting to be held in 2011 (the
“Nominating Letter”
), effective upon the Appointment Date. Neither the Company nor any member of the Shareholder Group shall make any public statements with respect to the matters covered by this Agreement (including in any filing with the SEC, any other regulatory or governmental agency, or any stock exchange, or in any materials that would reasonably be expected to be filed with the SEC, including pursuant to Exchange Act Rules 14a-6 or 14a-12) that are inconsistent with, or otherwise contrary to, this Agreement or the statements in the Joint Press Release.
15.
Termination of the “Group”
. The Shareholder Group, BD and Michael Brodsky shall terminate the Amended and Restated Group Agreement dated June 16, 2011 by and among such parties (other than such provisions which will expressly survive the termination thereof) and terminate the “group” pursuant to Rule 13d-5(b)(1) under the Exchange Act, consisting of the Shareholder Group, BD and Michael Brodsky. The Company hereby acknowledges and agrees that such terminations and the transactions contemplated by this Agreement are sufficient, as of the date hereof, to terminate the status of the Shareholder Group, BD and Michael Brodsky as a “group” with respect to the Company’s securities and the Company will not take any position inconsistent with the foregoing.
16.
Reimbursement of Expenses
. All costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such cost or expense.
17.
Specific Performance
. Each party hereto acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Georgia, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.
18.
Resignation of Directors
. The members of the Shareholder Group acknowledge that Becker and Drapkin have each hereby irrevocably tendered his resignation as director effective as of the date, if any, that the Shareholder Group breaches in any material respect any of its representations, warranties, commitments or obligations set forth in Sections 3, 7 and 8 hereof and such breach has not been cured within 30 days following written notice of such breach so long as such breach is curable, and the Board may accept either or both such resignations, in its sole discretion, by a majority vote (excluding Becker and Drapkin); provided that, for the avoidance of doubt, in the event Becker or Drapkin resign from the Board, and a replacement director(s) is appointed pursuant to Section 5 hereof, the members of the Shareholder Group acknowledge that this Section 18 shall apply to such replacement director(s), and the members of the Shareholder Group acknowledge that BD and its Affiliates and Associates will be obligated to cause such replacement director(s) to fulfill such obligation.
19.
Jurisdiction
. Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in the State of Georgia (and the parties agree on behalf of themselves and their respective Affiliates not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 23 hereof will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state or federal courts in the State of Georgia, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum.
20.
Applicable Law
. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Georgia applicable to contracts executed and to be performed wholly within such state, without giving effect to the choice of law principles of such state.
21.
Counterparts; Facsimile or Electronic Signatures
. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. Facsimile or electronic (i.e., PDF) signatures shall be as effective as original signatures.
22.
Entire Agreement; Amendment and Waiver; Successors and Assigns
. This Agreement contains the entire understanding of the parties hereto with respect to, and supersedes all prior agreements relating to, its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and assigns.
23.
Notices
. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by telecopy, when such telecopy is transmitted to the telecopy number set forth below, or to such other telecopy number as is provided by a party to this Agreement to the other parties pursuant to notice given in accordance with the provisions of this Section 23, and the appropriate confirmation is received, or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section 23, or at such other address as is provided by a party to this Agreement to the other parties pursuant to notice given in accordance with the provisions of this Section 23:
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if to the Company:
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Ruby Tuesday, Inc.
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150 West Church Ave.
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Maryville, TN 37801
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Facsimile: (865) 379-6817
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Attention: Scarlett May
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with a copy to:
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Davis Polk & Wardwell LLP
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450 Lexington Ave.
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New York, NY 10017
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Facsimile: (212) 450-5744
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Attention: Phillip R. Mills
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if to the Shareholder Group or any member thereof:
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Carlson Capital, L.P.
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2100 McKinney Avenue
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Dallas, TX 75201
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Facsimile: (214) 932-9712
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Attention: Steven J. Pully
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with a copy to:
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, NY 10022
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Facsimile: (212) 593-5955
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Attention: David E. Rosewater , Esq.
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24.
No Third-Party Beneficiaries
. Nothing in this Agreement is intended to confer on any person other than the parties hereto or their respective successors and assigns, and their respective Affiliates to the extent provided herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.
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COMPANY:
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RUBY TUESDAY, INC.
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By:
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Name:
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Samuel L. Beall, III
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Title:
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Chairman of the Board, Chief Executive Officer and President
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DOUBLE BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CARLSON CAPITAL, L.P.
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP.
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CLINT D. CARLSON
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/s/ Clint D. Carlson
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EXHIBIT 2
Group Termination Agreement
Execution Version
GROUP TERMINATION AGREEMENT
This Group Termination Agreement (this “Agreement”) is made as of June 30, 2011, by and among (i) Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners III, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (together, the “BD Parties”), (ii) Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P. (“Carlson Capital”); Asgard Investment Corp.; and Clint D. Carlson (together, the “Carlson Parties”) and (iii) Michael Brodsky (collectively with the BD Parties and the Carlson Parties, the “Group”).
WHEREAS, the undersigned entered into an Amended and Restated Group Agreement, dated June 16, 2011 (the “Group Agreement”) whereby the undersigned formed a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to shares of common stock (the “Common Stock”) of Ruby Tuesday, Inc., a Georgia corporation (the “Company”) and agreed to take certain actions as a “group”; and
WHEREAS, the undersigned wish to terminate their status as a “group” and the Group Agreement as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate their status as a “group” for purposes of Section 13(d)(3) of the Exchange Act with respect to the Common Stock of the Company as of the date hereof.
2. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate the Group Agreement as of the date hereof; provided that such termination shall not relieve any party hereto from liability under the Group Agreement incurred prior to such termination; and provided further that the obligations of Carlson Capital under paragraph 8 of the Group Agreement shall survive such termination, except that the percentage of any realized gains on Securities directly held or beneficially owned by any Carlson Party or affiliate thereof to be paid by Carlson Capital to BD Management shall be reduced from 10% to 7% with respect to any Securities purchased once the aggregate purchase amount of such Securities by Carlson Capital exceeds $30,000,000.
3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
4. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
5. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, their permitted successors and assigns, and their affiliated persons bound under the Group Agreement. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement as of the date first written above.
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DOUBLE BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND OFFSHORE LTD.
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By:
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Carlson Capital, L.P., its investment manager
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CARLSON CAPITAL, L.P.
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP.
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By:
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CLINT D. CARLSON
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/s/ Clint D. Carlson
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Steven R. Becker
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Name: Steven R. Becker
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Title: Co-managing Member
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BECKER DRAPKIN PARTNERS (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Steven R. Becker
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Name: Steven R. Becker
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Title: Co-managing Member
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Steven R. Becker
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Name: Steven R. Becker
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Title: Co-managing Member
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BD PARTNERS III, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Steven R. Becker
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Name: Steven R. Becker
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Title: Co-managing Member
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BC ADVISORS, LLC
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By:
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/s/ Steven R. Becker
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Name: Steven R. Becker
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Title: Co-managing Member
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STEVEN R. BECKER
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/s/ Steven R. Becker
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MATTHEW A. DRAPKIN
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/s/ Matthew A. Drapkin
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MICHAEL BRODSKY
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/s/ Michael Brodsky
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Ruby Tuesday, Inc. (NYSE:RT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ruby Tuesday, Inc. (NYSE:RT)
Historical Stock Chart
From Jul 2023 to Jul 2024
