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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
134,110
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
134,110
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
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
449,110
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
449,110
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,110
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
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
0
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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
568,362
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
568,362
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,362
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
|
||
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
367,322
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
367,322
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,322
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
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
702,472
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
702,472
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702,472
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
||
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
367,322
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
367,322
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,322
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE
OF REPORTING PERSON
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
1,069,794
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,069,794
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
COWEN
GROUP, INC.
|
||
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
1,069,794
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,069,794
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
HOLDINGS 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
1,069,794
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,069,794
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
14
|
TYPE
OF REPORTING PERSON
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
1,069,794
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
1,069,794
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
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
1,069,794
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,069,794
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
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
1,069,794
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,069,794
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
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
1,069,794
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,069,794
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
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
1,069,794
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,069,794
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,794
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
||
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
Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise
Master Fund”), with respect to the Shares directly and beneficially owned
by it;
|
|
(v)
|
Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”),
who serves as the investment advisor of Multi-Strategy Master Fund, RCG PB
and Enterprise Master Fund;
|
|
(vi)
|
RCG
Starboard Advisors, LLC, a Delaware limited liability company (“RCG
Starboard Advisors”), who serves as the investment manager of Value and
Opportunity Master Fund;
|
|
(vii)
|
Ramius
LLC, a Delaware limited liability company (“Ramius”), who serves as the
sole member of RCG Starboard Advisors and Ramius
Advisors;
|
|
(viii)
|
Cowen
Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole
member of Ramius;
|
|
(ix)
|
RCG
Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who
is the majority shareholder of
Cowen;
|
|
(x)
|
C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), who
serves as managing member of
Ramius;
|
|
(xi)
|
Peter
A. Cohen ("Mr. Cohen"), who serves as one of the managing members of
C4S;
|
|
(xii)
|
Morgan
B. Stark ("Mr. Stark"), who serves as one of the managing members of
C4S;
|
|
(xiii)
|
Thomas
W. Strauss ("Mr. Strauss"), who serves as one of the managing members of
C4S; and
|
|
(xiv)
|
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 December 15, 2009, Value and Opportunity
Master Fund beneficially owned 367,322
Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote:
367,322
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
367,322
|
|
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. 21 are set forth in Schedule A and are
incorporated by reference.
|
|
(a)
|
As
of the close of business on December 15, 2009, RCG PB beneficially owned
449,110 Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote:
449,110
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
449,110
|
|
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. 21
are set forth in Schedule A and are incorporated by
reference.
|
C.
|
Merger
Arbitrage Master Fund
|
|
(a)
|
As
of the close of business on December 15, 2009, Merger Arbitrage Master
Fund beneficially owned 0 Shares.
|
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
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. 21 are set forth in Schedule A and are
incorporated by reference.
|
D.
|
Multi-Strategy
Master Fund
|
|
(a)
|
As
of the close of business on December 15, 2009, Multi-Strategy Master Fund
directly beneficially owned 119,252 Shares. As the majority
shareholder of RCG PB, Multi-Strategy Master Fund may be deemed the
beneficial owner of 449,110 Shares owned by RCG
PB.
|
|
(b)
|
1. Sole
power to vote or direct vote:
568,362
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
568,362
|
|
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. 21 are set forth in Schedule A and are incorporated by
reference. The transactions in the Shares since the filing of
Amendment No. 21 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 December 15, 2009, Enterprise Master Fund
beneficially owned 134,110 Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
134,110
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
134,110
|
|
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. 21 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 367,322 Shares owned by
Value and Opportunity Master Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
367,322
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
367,322
|
|
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. 21. The transactions in the Shares
since the filing of Amendment No. 21 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, RCG PB and
Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner
of (i) 119,252 Shares owned by Multi-Strategy Master Fund, (ii) 449,110
Shares owned by RCG PB and (iii) 134,110 Shares owned by Enterprise Master
Fund.
|
|
(b)
|
1.
Sole power to vote or direct vote:
702,472
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
702,472
|
|
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. 21. The transactions in the Shares
since the filing of Amendment No. 21 on behalf of Multi-Strategy 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) 367,322 Shares owned by Value and
Opportunity Master Fund, (ii) 119,252 Shares owned by Multi-Strategy
Master Fund, (iii) 449,110 Shares owned by RCG PB and (iv) 134,110 Shares
owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,069,794
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,069,794
|
|
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. 21. The transactions in the Shares since the
filing of Amendment No. 21 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, RCG PB and Enterprise Master Fund are set
forth in Schedule A and are incorporated by
reference.
|
|
(a)
|
As
the sole member of Ramius, Cowen may be deemed the beneficial owner of the
(i) 367,322 Shares owned by Value and Opportunity Master Fund, (ii)
119,252 Shares owned by Multi-Strategy Master Fund, (iii) 449,110 Shares
owned by RCG PB and (iv) 134,110 Shares owned by Enterprise Master
Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,069,794
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,069,794
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Cowen
did not enter into any transactions in the Shares since the filing of
Amendment No. 21. The transactions in the Shares since the
filing of Amendment No. 21 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, RCG PB and Enterprise Master Fund are set
forth in Schedule A and are incorporated by
reference.
|
|
(a)
|
As
the majority shareholder of Cowen, RCG Holdings may be deemed the
beneficial owner of the (i) 367,322 Shares owned by Value and Opportunity
Master Fund, (ii) 119,252 Shares owned by Multi-Strategy Master Fund,
(iii) 449,110 Shares owned by RCG PB and (iv) 134,110 Shares owned by
Enterprise Master Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,069,794
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,069,794
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Holdings did not enter into any transactions in the Shares since the
filing of Amendment No. 21. The transactions in the Shares
since the filing of Amendment No. 21 on behalf of Value and Opportunity
Master Fund, Multi-Strategy Master Fund, RCG PB and Enterprise Master Fund
are set forth in Schedule A and are incorporated by
reference.
|
K.
|
C4S
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed the beneficial owner of
(i) 367,322 Shares owned by Value and Opportunity Master Fund, (ii)
119,252 Shares owned by Multi-Strategy Master Fund, (iii) 449,110 Shares
owned by RCG PB and (iv) 134,110 Shares owned by Enterprise Master
Fund.
|
|
(b)
|
1. Sole
power to vote or direct vote:
1,069,794
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,069,794
|
|
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. 21. The transactions in the Shares since the
filing of Amendment No. 21 on behalf of Value and Opportunity Master Fund,
Multi-Strategy Master Fund, RCG PB and Enterprise Master Fund are set
forth in Schedule A and are incorporated by
reference.
|
L.
|
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) 367,322 Shares owned
by Value and Opportunity Master Fund, (ii) 119,252 Shares owned by
Multi-Strategy Master Fund, (iii) 449,110 Shares owned by RCG PB and (iv)
134,110 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,
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:
1,069,794
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
4. Shared
power to dispose or direct the disposition:
1,069,794
|
|
(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.
21. The transactions in the Shares since the filing of
Amendment No. 21 on behalf of Value and Opportunity Master Fund,
Multi-Strategy 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
.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
|
Exhibit
99.1
|
Joint
Filing Agreement by and among Ramius Value and Opportunity Master Fund,
Ltd, RCG PB, Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Enterprise
Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius Advisors, LLC, Ramius
LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated
December 16, 2009.
|
RCG
PB, Ltd
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
|||
By:
|
Ramius
Advisors, LLC,
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
its
investment advisor
|
its
investment manager
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
|||
By:
|
Ramius
Advisors, LLC,
|
By:
|
Ramius
Advisors, LLC,
|
|
its
investment advisor
|
its
investment advisor
|
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
|
RCG
STARBOARD ADVISORS, LLC
|
|||
By:
|
Ramius
Advisors, LLC,
|
By:
|
Ramius
LLC,
|
|
its
investment advisor
|
its
sole member
|
RAMIUS
ADVISORS, LLC
|
RAMIUS
LLC
|
|||
By:
|
Ramius
LLC,
|
By:
|
Cowen
Group, Inc.
|
|
its
sole member
|
its
sole member
|
|||
RCG
HOLDINGS LLC
|
COWEN
GROUP, INC.
|
|||
By:
|
C4S
& CO., L.L.C.
|
|||
its
managing member
|
C4S
& CO., L.L.C.
|
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
Purchased/(Sold)
|
Price
Per
Share ($)
|
Date
of
Purchase/
Sale
|
(171)
|
12.1060
|
11/09/09
|
|
(206)
|
12.0550
|
11/10/09
|
|
(790)
|
12.1452
|
11/11/09
|
|
(240)
|
12.1763
|
11/12/09
|
|
(205)
|
12.0367
|
11/13/09
|
|
(1,574)
|
12.4961
|
11/16/09
|
|
(2,259)
|
12.3305
|
11/17/09
|
|
(1,168)
|
12.1965
|
11/18/09
|
|
(1,133)
|
12.0464
|
11/19/09
|
|
(1,779)
|
12.0221
|
11/20/09
|
|
(858)
|
12.1779
|
11/23/09
|
|
(481)
|
12.2171
|
11/24/09
|
|
(515)
|
12.1553
|
11/25/09
|
|
(378)
|
12.0000
|
11/27/09
|
|
(962)
|
12.0526
|
12/01/09
|
|
(3,090)
|
12.0437
|
12/02/09
|
|
(584)
|
12.0100
|
12/03/09
|
|
(687)
|
12.0898
|
12/04/09
|
|
(1,409)
|
12.1254
|
12/07/09
|
|
(756)
|
12.1433
|
12/08/09
|
|
(1,373)
|
12.1880
|
12/09/09
|
|
(1,202)
|
12.0406
|
12/10/09
|
|
(1,820)
|
12.0075
|
12/11/09
|
|
(2,575)
|
12.0748
|
12/14/09
|
|
(515)
|
12.2020
|
12/15/09
|
(56)
|
12.1060
|
11/09/09
|
|
(67)
|
12.0550
|
11/10/09
|
|
(256)
|
12.1452
|
11/11/09
|
|
(78)
|
12.1763
|
11/12/09
|
|
(67)
|
12.0367
|
11/13/09
|
|
(511)
|
12.4961
|
11/16/09
|
|
(733)
|
12.3305
|
11/17/09
|
|
(379)
|
12.1965
|
11/18/09
|
|
(368)
|
12.0464
|
11/19/09
|
|
(578)
|
12.0221
|
11/20/09
|
(279)
|
12.1779
|
11/23/09
|
|
(156)
|
12.2171
|
11/24/09
|
|
(167)
|
12.1553
|
11/25/09
|
|
(122)
|
12.0000
|
11/27/09
|
|
(312)
|
12.0526
|
12/01/09
|
|
(1,003)
|
12.0437
|
12/02/09
|
|
(190)
|
12.0100
|
12/03/09
|
|
(223)
|
12.0898
|
12/04/09
|
|
(457)
|
12.1254
|
12/07/09
|
|
(246)
|
12.1433
|
12/08/09
|
|
(446)
|
12.1880
|
12/09/09
|
|
(390)
|
12.0406
|
12/10/09
|
|
(591)
|
12.0075
|
12/11/09
|
|
(836)
|
12.0748
|
12/14/09
|
|
(167)
|
12.2020
|
12/15/09
|
(63)
|
12.1060
|
11/09/09
|
|
(75)
|
12.0550
|
11/10/09
|
|
(288)
|
12.1452
|
11/11/09
|
|
(88)
|
12.1763
|
11/12/09
|
|
(75)
|
12.0367
|
11/13/09
|
|
(575)
|
12.4961
|
11/16/09
|
|
(825)
|
12.3305
|
11/17/09
|
|
(426)
|
12.1965
|
11/18/09
|
|
(413)
|
12.0464
|
11/19/09
|
|
(649)
|
12.0221
|
11/20/09
|
|
(313)
|
12.1779
|
11/23/09
|
|
(176)
|
12.2171
|
11/24/09
|
|
(188)
|
12.1553
|
11/25/09
|
|
(138)
|
12.0000
|
11/27/09
|
|
(351)
|
12.0526
|
12/01/09
|
|
(1,128)
|
12.0437
|
12/02/09
|
|
(213)
|
12.0100
|
12/03/09
|
|
(251)
|
12.0898
|
12/04/09
|
|
(514)
|
12.1254
|
12/07/09
|
|
(276)
|
12.1433
|
12/08/09
|
|
(501)
|
12.1880
|
12/09/09
|
|
(439)
|
12.0406
|
12/10/09
|
|
(664)
|
12.0075
|
12/11/09
|
|
(940)
|
12.0748
|
12/14/09
|
|
(188)
|
12.2020
|
12/15/09
|
(69)
|
12.1060
|
11/09/09
|
|
(82)
|
12.0550
|
11/10/09
|
|
(316)
|
12.1452
|
11/11/09
|
|
(96)
|
12.1763
|
11/12/09
|
|
(84)
|
12.0367
|
11/13/09
|
|
(644)
|
12.4961
|
11/16/09
|
|
(924)
|
12.3305
|
11/17/09
|
|
(466)
|
12.1965
|
11/18/09
|
|
(453)
|
12.0464
|
11/19/09
|
|
(711)
|
12.0221
|
11/20/09
|
|
(343)
|
12.1779
|
11/23/09
|
|
(192)
|
12.2171
|
11/24/09
|
|
(206)
|
12.1553
|
11/25/09
|
|
(151)
|
12.0000
|
11/27/09
|
|
(152,726)
*
|
11.8500
|
12/01/09
|
(141)
|
12.1060
|
11/09/09
|
|
(170)
|
12.0550
|
11/10/09
|
|
(650)
|
12.1452
|
11/11/09
|
|
(198)
|
12.1763
|
11/12/09
|
|
(169)
|
12.0367
|
11/13/09
|
|
(1,296)
|
12.4961
|
11/16/09
|
|
(1,859)
|
12.3305
|
11/17/09
|
|
(961)
|
12.1965
|
11/18/09
|
|
(933)
|
12.0464
|
11/19/09
|
|
(1,465)
|
12.0221
|
11/20/09
|
|
(707)
|
12.1779
|
11/23/09
|
|
(395)
|
12.2171
|
11/24/09
|
|
(424)
|
12.1553
|
11/25/09
|
|
(311)
|
12.0000
|
11/27/09
|
|
125,846
*
*
|
17.1887
|
11/30/09
|
|
12,500
**
|
17.6800
|
11/30/09
|
|
3,180
**
|
17.9596
|
11/30/09
|
|
3,200
**
|
17.9399
|
11/30/09
|
|
3,600
**
|
18.0300
|
11/30/09
|
|
4,400
**
|
18.1274
|
11/30/09
|
|
(791)
|
12.0526
|
12/01/09
|
|
(384)
|
12.0526
|
12/01/09
|
|
(2,544)
|
12.0437
|
12/02/09
|
|
(1,235)
|
12.0437
|
12/02/09
|
|
(480)
|
12.0100
|
12/03/09
|
|
(233)
|
12.0100
|
12/03/09
|
|
(565)
|
12.0898
|
12/04/09
|
|
(274)
|
12.0898
|
12/04/09
|
(1,159)
|
12.1254
|
12/07/09
|
|
(563)
|
12.1254
|
12/07/09
|
|
(623)
|
12.1433
|
12/08/09
|
|
(302)
|
12.1433
|
12/08/09
|
|
(1,131)
|
12.1880
|
12/09/09
|
|
(549)
|
12.1880
|
12/09/09
|
|
(989)
|
12.0406
|
12/10/09
|
|
(480)
|
12.0406
|
12/10/09
|
|
(1,498)
|
12.0075
|
12/11/09
|
|
(727)
|
12.0075
|
12/11/09
|
|
(2,120)
|
12.0748
|
12/14/09
|
|
(1,029)
|
12.0748
|
12/14/09
|
|
(424)
|
12.2020
|
12/15/09
|
|
(206)
|
12.2020
|
12/15/09
|
1 Year C P I Chart |
1 Month C P I Chart |
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