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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cpi Corp. Common Stock | NYSE:CPY | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.19 | 0.00 | 01:00:00 |
1
|
NAME
OF REPORTING PERSON
Ramius
Enterprise Master Fund Ltd
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
143,867
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
143,867
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,867
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
PB, Ltd.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
324,369
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
324,369
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,369
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Ramius
Merger Arbitrage Master Fund Ltd
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
157,463
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
157,463
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,463
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
Ramius
Multi-Strategy Master Fund Ltd
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC,
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
452,299
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
452,299
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,299
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
Ramius
Value and Opportunity Master Fund Ltd
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
394,052
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
394,052
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,052
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
Ramius
Advisors, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
753,629
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
753,629
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,629
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
RCG
Starboard Advisors, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
394,052
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
394,052
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,052
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
Ramius
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,147,681
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,147,681
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
C4S
& Co., L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,147,681
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,147,681
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Peter
A. Cohen
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,147,681
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,147,681
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Morgan
B. Stark
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,147,681
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,147,681
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Thomas
W. Strauss
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,147,681
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,147,681
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Jeffrey
M. Solomon
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,147,681
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,147,681
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,681
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
2.
|
Identity and
Background
.
|
|
(a)
|
This
statement is filed by:
|
|
(i)
|
Ramius
Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company
(“Value and Opportunity Master Fund”), with respect to the Shares directly
and beneficially owned by it;
|
|
(ii)
|
RCG
PB, Ltd., a Cayman Islands exempted company (“RCG PB”), with respect to
the Shares directly and beneficially owned by
it;
|
|
(iii)
|
Ramius
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company
(“Multi-Strategy Master Fund”), and the majority shareholder of RCG PB,
with respect to the Shares directly and beneficially owned by
it;
|
|
(iv)
|
Ramius
Merger Arbitrage Master Fund Ltd, a Cayman Islands exempted company
(“Merger Arbitrage Master Fund”), with respect to the Shares directly and
beneficially owned by it;
|
|
(v)
|
Ramius
Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise
Master Fund”), with respect to the Shares directly and beneficially owned
by it;
|
|
(vi)
|
Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”),
who serves as the investment advisor of Multi-Strategy Master Fund, Merger
Arbitrage Master Fund, RCG PB and Enterprise Master
Fund;
|
|
(vii)
|
RCG
Starboard Advisors, LLC, a Delaware limited liability company (“RCG
Starboard Advisors”), who serves as the investment manager of Value and
Opportunity Master Fund;
|
|
(viii)
|
Ramius
LLC, a Delaware limited liability company (“Ramius”), who serves as the
sole member of RCG Starboard Advisors and Ramius
Advisors;
|
|
(ix)
|
C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), who
serves as managing member of
Ramius;
|
|
(x)
|
Peter
A. Cohen ("Mr. Cohen"), who serves as one of the managing members of
C4S;
|
|
(xi)
|
Morgan
B. Stark ("Mr. Stark"), who serves as one of the managing members of
C4S;
|
|
(xii)
|
Thomas
W. Strauss ("Mr. Strauss"), who serves as one of the managing members of
C4S; and
|
|
(xiii)
|
Jeffrey
M. Solomon ("Mr. Solomon"), who serves as one of the managing members of
C4S.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
|
(a)
|
As
of the close of business on October 27, 2009, Value and Opportunity Master
Fund beneficially owned 394,052
Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote:
394,052
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
394,052
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Value and Opportunity Master Fund since the
filing of Amendment No. 20 are set forth in Schedule A and are
incorporated by reference.
|
|
(a)
|
As
of the close of business on October 27, 2009, RCG PB beneficially owned
324,369 Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote:
324,369
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
324,369
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by RCG PB since the filing of Amendment No. 20
are set forth in Schedule A and are incorporated by
reference.
|
C.
|
Merger
Arbitrage Master Fund
|
|
(a)
|
As
of the close of business on October 27, 2009, Merger Arbitrage Master Fund
beneficially owned 157,463 Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote:
157,463
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
157,463
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Merger Arbitrage Master Fund since the
filing of Amendment No. 20 are set forth in Schedule A and are
incorporated by reference.
|
D.
|
Multi-Strategy
Master Fund
|
|
(a)
|
As
of the close of business on October 27, 2009, Multi-Strategy Master Fund
beneficially owned 452,299 Shares. As the majority shareholder
of RCG PB, Multi-Strategy Master Fund may be deemed the beneficial owner
of 324,369 Shares owned by RCG PB.
|
|
(b)
|
1. Sole
power to vote or direct vote:
452,299
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
452,299
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Multi-Strategy Master Fund since the filing
of Amendment No. 20 are set forth in Schedule A and are incorporated by
reference. The transactions in the Shares since the filing of
Amendment No. 20 on behalf of RCG PB are set forth in Schedule A and are
incorporated by reference.
|
E.
|
Enterprise
Master Fund
|
|
(a)
|
As
of the close of business on October 27, 2009, Enterprise Master Fund
beneficially owned 143,867 Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
143,867
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
143,867
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Enterprise Master Fund since the filing of
Amendment No. 20 are set forth in Schedule A and are incorporated by
reference.
|
F.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the investment manager of Value and Opportunity Master Fund, RCG Starboard
Advisors may be deemed the beneficial owner of 394,052 Shares owned by
Value and Opportunity Master Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
394,052
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
394,052
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions in the Shares since
the filing of Amendment No. 20. The transactions in the Shares
since the filing of Amendment No. 20 on behalf of Value and Opportunity
Master Fund are set forth in Schedule A and are incorporated by
reference.
|
G.
|
Ramius
Advisors
|
|
(a)
|
As
the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage
Master Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be
deemed the beneficial owner of (i) 452,299 Shares owned by Multi-Strategy
Master Fund, (ii) 157,463 Shares owned by Merger Arbitrage Master Fund,
(iii) 324,369 Shares owned by RCG PB and (iv) 143,867 Shares owned by
Enterprise Master Fund.
|
|
(b)
|
1.
Sole power to vote or direct vote:
753,629
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
753,629
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
Advisors did not enter into any transactions in the Shares since the
filing of Amendment No. 20. The transactions in the Shares
since the filing of Amendment No. 20 on behalf of Multi-Strategy Master
Fund, Merger Arbitrage Master Fund, RCG PB and Enterprise Master Fund are
set forth in Schedule A and are incorporated by
reference.
|
H.
|
Ramius
|
|
(a)
|
As
the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may
be deemed the beneficial owner of (i) 394,052 Shares owned by Value and
Opportunity Master Fund, (ii) 127,930 Shares owned by Multi-Strategy
Master Fund, (iii) 157,463 Shares owned by Merger Arbitrage Master Fund,
(iv) 324,369 Shares owned by RCG PB and (v) 143,867 Shares owned by
Enterprise Master Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,147,681
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,147,681
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares since the filing of
Amendment No. 20. The transactions in the Shares since the
filing of Amendment No. 20 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Merger Arbitrage Master Fund, RCG PB and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
I.
|
C4S
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed the beneficial owner of
(i) 394,052 Shares owned by Value and Opportunity Master Fund, (ii)
127,930 Shares owned by Multi-Strategy Master Fund, (iii) 157,463 Shares
owned by Merger Arbitrage Master Fund, (iv) 324,369 Shares owned by RCG PB
and (v) 143,867 Shares owned by Enterprise Master
Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,147,681
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,147,681
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares since the filing of
Amendment No. 20. The transactions in the Shares since the
filing of Amendment No. 20 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Merger Arbitrage Master Fund, RCG PB and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
J.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
As
the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed the beneficial owner of (i) 394,052 Shares owned
by Value and Opportunity Master Fund, (ii) 127,930 Shares owned by
Multi-Strategy Master Fund, (iii) 157,463 Shares owned by Merger Arbitrage
Master Fund, (iv) 324,369 Shares owned by RCG PB and (v) 143,867 Shares
owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark,
Solomon and Strauss share voting and dispositive power with respect to the
Shares owned by Value and Opportunity Master Fund, Merger Arbitrage Master
Fund, Multi-Strategy Master Fund, RCG PB and Enterprise Master Fund by
virtue of their shared authority to vote and dispose of such
Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
2. Shared
power to vote or direct vote:
1,147,681
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
4. Shared
power to dispose or direct the disposition:
1,147,681
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any
transactions in the Shares since the filing of Amendment No.
20. The transactions in the Shares since the filing of
Amendment No. 20 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, Merger Arbitrage Master Fund, RCG PB and
Enterprise Master Fund are set forth in Schedule A and are incorporated by
reference.
|
|
(d)
|
No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common
Stock.
|
Item
6.
|
Contracts,
Arrangements, Understandings, or Relationships with Respect to Securities
of the Issuer.
|
RCG
PB, Ltd.
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
|||
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
its
investment advisor
|
its
investment manager
|
|||
By:
|
Ramius
LLC,
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
its
sole member
|
|||
By:
|
C4S
& Co., L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
managing member
|
its
managing member
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
|||
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
its
investment advisor
|
its
investment advisor
|
|||
By:
|
Ramius
LLC,
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
its
sole member
|
|||
By:
|
C4S
& Co., L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
managing member
|
its
managing member
|
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
|
RCG
STARBOARD ADVISORS, LLC
|
|||
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
Ramius
LLC,
|
|
its
investment advisor
|
its
sole member
|
|||
By:
|
Ramius
LLC,
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
sole member
|
its
managing member
|
|||
By:
|
C4S
& Co., L.L.C.,
|
|||
its
managing member
|
RAMIUS
LLC
|
||||
By:
|
C4S
& Co., L.L.C.,
|
|||
as
managing member
|
||||
RAMIUS
ADVISORS, L.L.C.
|
C4S
& CO., L.L.C.
|
||
By:
|
Ramius
LLC,
|
||
its
sole member
|
|||
By:
|
C4S
& Co., L.L.C.,
|
||
its
managing member
|
By:
|
/s/
Jeffrey M. Solomon
|
|
Name:
|
Jeffrey
M. Solomon
|
|
Title:
|
Authorized
Signatory
|
/s/
Jeffrey M. Solomon
|
Jeffrey
M. Solomon, individually and as
attorney-in-fact
for Peter A. Cohen,
Morgan
B. Stark and Thomas W. Strauss
|
Shares
of Common Stock
Sold
|
Price
Per
Share ($)
|
Date
of
Sale
|
1,656
|
11.2681
|
10/02/09
|
|
3,433
|
11.0845
|
10/05/09
|
|
2,415
|
11.8020
|
10/06/09
|
|
331
|
11.3594
|
10/07/09
|
|
1,820
|
12.0886
|
10/20/09
|
|
5,150
|
12.6639
|
10/21/09
|
|
3,777
|
12.8766
|
10/22/09
|
|
4,601
|
13.0853
|
10/23/09
|
|
3,296
|
12.9515
|
10/26/09
|
|
1,270
|
12.5092
|
10/27/09
|
538
|
11.2681
|
10/02/09
|
|
1,115
|
11.0845
|
10/05/09
|
|
784
|
11.8020
|
10/06/09
|
|
108
|
11.3594
|
10/07/09
|
|
591
|
12.0886
|
10/20/09
|
|
1,672
|
12.6639
|
10/21/09
|
|
1,226
|
12.8766
|
10/22/09
|
|
1,494
|
13.0853
|
10/23/09
|
|
1,070
|
12.9515
|
10/26/09
|
|
412
|
12.5092
|
10/27/09
|
604
|
11.2681
|
10/02/09
|
|
1,254
|
11.0845
|
10/05/09
|
|
882
|
11.8020
|
10/06/09
|
|
121
|
11.3594
|
10/07/09
|
|
664
|
12.0886
|
10/20/09
|
|
1,880
|
12.6639
|
10/21/09
|
|
1,379
|
12.8766
|
10/22/09
|
|
1,680
|
13.0853
|
10/23/09
|
|
1,204
|
12.9515
|
10/26/09
|
|
464
|
12.5092
|
10/27/09
|
662
|
11.2681
|
10/02/09
|
|
1,372
|
11.0845
|
10/05/09
|
|
965
|
11.8020
|
10/06/09
|
|
132
|
11.3594
|
10/07/09
|
|
727
|
12.0886
|
10/20/09
|
|
2,058
|
12.6639
|
10/21/09
|
|
1,509
|
12.8766
|
10/22/09
|
|
1,838
|
13.0853
|
10/23/09
|
|
1,317
|
12.9515
|
10/26/09
|
|
508
|
12.5092
|
10/27/09
|
1,363
|
11.2681
|
10/02/09
|
|
2,826
|
11.0845
|
10/05/09
|
|
1,988
|
11.8020
|
10/06/09
|
|
273
|
11.3594
|
10/07/09
|
|
1,498
|
12.0886
|
10/20/09
|
|
4,240
|
12.6639
|
10/21/09
|
|
3,109
|
12.8766
|
10/22/09
|
|
3,787
|
13.0853
|
10/23/09
|
|
2,713
|
12.9515
|
10/26/09
|
|
1,046
|
12.5092
|
10/27/09
|
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