Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 21)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
A. SCHULMAN, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
808194104
(CUSIP Number)
Lawrence Cutler
D.B. Zwirn & Co, L.P.
745 Fifth Avenue, 18th Floor
New York, NY 10151
(646) 720-9390
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 28, 2008
(Date of Event which Requires Filing
of this Statement)
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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [ ].
(Continued on following pages)
(Page 1 of 15 Pages)
CUSIP No. 808194104 Schedule 13D/A Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
D.B. Zwirn Special Opportunities Fund, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 16,573
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
16,573
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,573
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
PN
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 3 of 15 Pages
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
D.B. Zwirn Special Opportunities Fund, Ltd.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 73,423
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
73,423
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
73,423
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
HCM/Z Special Opportunities LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 29,412
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
29,412
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
29,412
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
CO
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
D.B. Zwirn & Co., L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 119,408
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
119,408
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
119,408
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
PN
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
DBZ GP, LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 119,408
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
119,408
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
119,408
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
Zwirn Holdings, LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------
-------------------
4) SOURCE OF FUNDS (see instructions)
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 119,408
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
119,408
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
119,408
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 8 of 15 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
Daniel B. Zwirn
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(see instructions) (b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 119,408
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH none
REPORTING
PERSON WITH ----------------------------------------------------------
9) SOLE DISPOSITIVE POWER
119,408
----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
119,408
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
IN
- --------------------------------------------------------------------------------
CUSIP No. 808194104 Schedule 13D/A Page 9 of 15 Pages
This Amendment No. 21 amends and supplements the Schedule 13D, filed with the
Securities and Exchange Commission (the "SEC") on June 6, 2005, as amended by
that certain Amendment No. 1 filed with the SEC on July 1, 2005, that certain
Amendment No. 2 filed with the SEC on August 3, 2005, that certain Amendment No.
3 filed with the SEC on August 25, 2005, that certain Amendment No. 4 filed with
the SEC on September 8, 2005, that certain Amendment No. 5 filed with the SEC on
September 13, 2005, that certain Amendment No. 6 filed with the SEC on September
28, 2005, that certain Amendment No. 7 filed with the SEC on October 11, 2005,
that certain Amendment No. 8 filed with the SEC on October 25, 2006, that
certain Amendment No. 9 filed with the SEC on May 30, 2006, that certain
Amendment No. 10 filed with the SEC on June 1, 2006, that certain Amendment No.
11 filed with the SEC on September 28, 2006, that certain Amendment No. 12 filed
with the SEC on October 10, 2006, that certain Amendment No. 13 filed with the
SEC on October 12, 2006, that certain Amendment No. 14 filed with the SEC on
October 26, 2006, that certain Amendment No. 15 filed with the SEC on November
7, 2006, that certain Amendment No. 16 filed with the SEC on April 4, 2007, that
certain Amendment No. 17 filed with the SEC on August 13, 2007, that certain
Amendment No. 18 filed with the SEC on October 9, 2007, that certain Amendment
No. 19 filed with the SEC on October 29, 2007 and that certain Amendment No. 20
filed with the SEC on November 19, 2007 (collectively, the "Statement"), by and
on behalf of the Reporting Entities (as defined in Item 2) and others with
respect to the common stock, par value $1.00 per share (the "Common Stock"), of
A. Schulman, Inc., a Delaware corporation (the "Company") in order to disclose
that, as more fully set forth in Items 2 and 4 below, the Reporting Entities (as
defined below) have determined to no longer file a joint statement on Schedule
13D with the Barington Entities (as defined below). The principal executive
offices of the Company are located at 3550 West Market Street, Akron, Ohio
44333.
Item 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and restated as follows:
(a) - (c) This Statement is being filed by D.B. Zwirn Special
Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z
Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings,
LLC and Daniel B. Zwirn (each, a "Reporting Entity" and, collectively, the
"Reporting Entities").
The Reporting Entities have previously reported together with Barington
Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington
Investments, L.P., Barington Companies Advisors, LLC, Barington Companies
Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital
Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners,
L.P., RJG Capital Management, LLC and Ronald J. Gross (collectively, the
"Barington Entities") regarding their respective interests in the Common Stock
because they might have been deemed to constitute a "group" with respect to such
Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). As of the close of business on May 28,
2008, the Reporting Entities and the Barington Entities decided to make
decisions regarding their respective investments in shares of Common Stock
independently of each other, and in particular will no longer act together for
the purpose of acquiring, holding, disposing of or voting securities of the
Company. As a result, the Reporting Entities disclaim membership in any "group"
with the Barington Entities, for purposes of Section 13(d)(3) of the Exchange
Act or otherwise, and will no longer be filing a joint Statement on Schedule 13D
with the Barington Entities.
CUSIP No. 808194104 Schedule 13D/A Page 10 of 15 Pages
D.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited
partnership formed to be a private investment fund. The address of the principal
business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is
745 Fifth Avenue, 18th Floor, New York, New York 10151.
D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company
organized under the laws of the Cayman Islands formed to be a private investment
fund. The address of the principal business and principal office of D.B. Zwirn
Special Opportunities Fund, Ltd. is c/o GlobeOp Financial Services LLC,
156 West 56th Street, 6th Floor, New York, NY 10019. HCM/Z Special Opportunities
LLC is an exempted company organized under the laws of the Cayman Islands formed
to be used as an investment vehicle. The address of the principal business and
principal office of HCM/Z Special Opportunities LLC is c/o Highbridge Capital
Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman
Islands, British West Indies. There are no officers of D.B. Zwirn Special
Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of
D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC
and their principal occupations and business addresses are set forth on Schedule
I and incorporated by reference in this Item 2.
The manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn
Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC is D.B.
Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership. The
principal business of D.B. Zwirn & Co., L.P. is acting as the manager of D.B.
Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund,
Ltd. and HCM/Z Special Opportunities LLC. The address of the principal business
and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor,
New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ
GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the
general partner of D.B. Zwirn & Co., L.P. The address of the principal business
and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York,
New York 10151.
The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn
Holdings, LLC is a Delaware limited liability company that acts as the managing
member of DBZ GP, LLC. The address of the principal business and principal
office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New
York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The
business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue,
18th Floor, New York, New York 10151.
The Reporting Entities do not believe that certain of the foregoing
information is called for by the Items of Schedule 13D and are disclosing it for
supplemental informational purposes only. Information with respect to each of
the Reporting Entities is given solely by such Reporting Entity and no Reporting
Entity shall have responsibility for the accuracy or completeness of information
supplied by another Reporting Entity.
(d) - (e) During the last five years, none of the Reporting Entities or
any other person identified in response to this Item 2 was convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
CUSIP No. 808194104 Schedule 13D/A Page 11 of 15 Pages
(f) Daniel B. Zwirn is a citizen of the United States.
Item 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Statement is hereby amended and restated as follows:
As discussed in Item 2 above, the Reporting Entities are no longer
filing a joint statement on Schedule 13D with the Barington Entities. As of
the close of business on May 28, 2008, each of the Reporting Entities has ceased
to be the beneficial owner of more than five percent of the Issued and
Outstanding Shares (as defined in Item 5).
Each of the Reporting Entities continues to beneficially own the shares
of Common Stock to which this Statement relates for investment purposes in the
ordinary course of business pursuant to the investment strategies of D.B. Zwirn
Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd.
and HCM/Z Special Opportunities LLC.
Except as set forth in this Item 4, none of the Reporting Entities have
any present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D. Depending on various factors, the Company's financial position and
business strategy, the price levels of the shares of Common Stock, conditions in
the securities markets and general economic and industry conditions, the
Reporting Entities may in the future take such actions with respect to their
investment in the Company as they deem appropriate including, without
limitation, voting their shares of Common Stock to support or oppose the
acquisition of the Company, tendering into an offer to purchase the Company's
Common Stock, purchasing additional shares of Common Stock or any of the
Company's debt or equity securities, selling or otherwise disposing of some or
all of their shares of Common Stock or any of the Company's debt or equity
securities, short selling or otherwise hedging some or all of their shares of
Common Stock or any of the Company's debt or equity securities, in each case, in
the open market or in privately negotiated transactions or otherwise, or
changing their intention with respect to any and all matters referred to in this
Item 4. The Reporting Entities intend to review their investment in the Company
on a continuing basis and may or may not engage in discussions with management
of the Company and/or any potential acquirer of the Company concerning the
business, operations and future plans of the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) - (b) of the Statement are hereby amended and restated as
follows:
(a) As of the close of business on May 28, 2008, D.B. Zwirn Special
Opportunities Fund, L.P. beneficially owns 16,573 shares of Common Stock,
representing approximately 0.06% of the shares of Common Stock presently
outstanding based upon the 27,096,969 shares of Common Stock reported by the
Company to be issued and outstanding as of March 31, 2008 in its Form 10-Q filed
with the Securities and Exchange Commission on April 4, 2008 (the "Issued and
Outstanding Shares").
CUSIP No. 808194104 Schedule 13D/A Page 12 of 15 Pages
As of the close of business on May 28, 2008, D.B. Zwirn Special Opportunities
Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 73,423 shares
and 29,412 shares of Common Stock, respectively, representing approximately
0.27% and 0.11%, respect
ively, of the Issued and Outstanding Shares.
As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B.
Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B.
Zwirn & Co., L.P. may be deemed to beneficially own the 16,573 shares of Common
Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the
73,423 shares of Common Stock beneficially owned by D.B. Zwirn Special
Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially
owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 119,408
shares, representing approximately 0.44% of the Issued and Outstanding Shares.
As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to
beneficially own the 16,573 shares of Common Stock beneficially owned by D.B.
Zwirn Special Opportunities Fund, L.P., the 73,423 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412
shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC,
constituting an aggregate of 119,408 shares, representing approximately 0.44% of
the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn
Holdings, LLC may be deemed to beneficially own the 16,573 shares of Common
Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the
73,423 shares of Common Stock beneficially owned by D.B. Zwirn Special
Opportunities Fund, Ltd. and the 29,412 shares of Common Stock beneficially
owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 119,408
shares, representing approximately 0.44% of the Issued and Outstanding Shares.
As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to
beneficially own the 16,573 shares of Common Stock beneficially owned by D.B.
Zwirn Special Opportunities Fund, L.P., the 73,423 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412
shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC,
constituting an aggregate of 119,408 shares, representing approximately 0.44% of
the Issued and Outstanding Shares. Mr. Zwirn has sole voting and dispositive
power with respect to the 16,573 shares of Common Stock beneficially owned by
D.B. Zwirn Special Opportunities Fund, L.P., the 73,423 shares of Common Stock
beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 29,412
shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC.
Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein.
The Reporting Entities do not believe that certain of the foregoing
information is called for by the Items of Schedule 13D and are disclosing it for
supplemental informational purposes only. Information with respect to each of
the Reporting Entities is given solely by such Reporting Entity and no Reporting
Entity shall have responsibility for the accuracy or completeness of information
supplied by another Reporting Entity.
(b) Each of the Reporting Entities may be deemed to have sole voting
and dispositive power over the shares of Common Stock reported as beneficially
owned by such person by virtue of their respective positions as described in
paragraph (a).
CUSIP No. 808194104 Schedule 13D/A Page 13 of 15 Pages
(c) Not applicable.
(d) Not applicable.
(e) As a result of the Reporting Entities no longer being deemed to be
a "group" with any of the Barington Entities, as more fully set forth in Items 2
and 4 above, each of the Reporting Entities ceased to be the beneficial owner of
more than five percent of the Issued and Outstanding Shares as of the close of
business on May 28, 2008.
Each of the other Reporting Entities may be deemed to have sole voting
and dispositive power with respect to the shares each reports as beneficially
owned by such person, regardless of the fact that multiple Reporting Entities
within the same chain of ownership report sole voting and dispositive power with
respect to such shares. Each such Reporting Entity reports sole voting and
dispositive power with respect to such shares based on such person's
relationship to the other Reporting Entities within the same chain of ownership.
Except to the extent expressly stated herein, each Reporting Entity disclaims
beneficial ownership of any shares of Common Stock beneficially owned by any
other Reporting Entity.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby amended and supplemented as follows:
The Reporting Entities are parties to an agreement with respect to the
joint filing of this Statement, and any amendments thereto. A copy of such
agreement is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Pursuant to an agreement dated July 15, 2005, Barington Capital Group,
L.P. or one or more of its affiliates may be entitled to receive from D.B. Zwirn
Special Opportunities Fund, L.P. and/or its affiliates a fee with respect to
certain profits D.B. Zwirn Special Opportunities Fund, L.P. and/or its
affiliates may derive from their investment in the Common Stock of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT DESCRIPTION
24.1 Power of attorney for Daniel B. Zwirn dated November 7, 2007.
99.1 Agreement of Joint Filing among D.B. Zwirn Special Opportunities
Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z
Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC,
Zwirn Holdings, LLC and Daniel B. Zwirn dated as of May 28, 2008
(which supersedes and replaces the Agreement of Joint Filing dated
October 9, 2007, as previously filed as Exhibit 99.23 to the
Schedule 13D Amendment No. 18 filed with the SEC on October 9,
2007).
CUSIP No. 808194104 Schedule 13D/A Page 14 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: May 28, 2008
D.B. ZWIRN SPECIAL OPPORTUNITIES D.B. ZWIRN SPECIAL OPPORTUNITIES
FUND, L.P. FUND, LTD.
By: D.B. Zwirn & Co., L.P. By: D.B. Zwirn & Co., L.P.
By: DBZ GP,LLC, By: DBZ GP, LLC,
its General Partner its General Partner
By: Zwirn Holdings, LLC, By: Zwirn Holdings, LLC,
its Managing Member its Managing Member
D.B. ZWIRN & CO., L.P. ZWIRN HOLDINGS, LLC
By: DBZ GP, LLC,
its General Partner
By: Zwirn Holdings, LLC,
its Managing Member
DBZ GP, LLC HCM/Z SPECIAL OPPORTUNITIES LLC
By: Zwirn Holdings, LLC, By: D.B. Zwirn & Co., L.P.
its Managing Member By: DBZ GP, LLC,
its General Partner
By: Zwirn Holdings, LLC,
its Managing Member
By: /s/Lawrence D. Cutler
--------------------------------
Name: Lawrence D. Cutler
Title: Authorized Signatory
/s/ Lawrence D. Cutler
- --------------------------------
LAWRENCE D. CUTLER, as Attorney-in-
Fact for Daniel B. Zwirn
CUSIP No. 808194104 Schedule 13D/A Page 15 of 15 Pages
SCHEDULE I
Directors of D.B. Zwirn Special Opportunities Fund, Ltd.
Name and Position Principal Occupation Principal Business Address
Daniel B. Zwirn Managing Partner of D.B. 745 Fifth Avenue
Director Zwirn & Co., L.P. 18th Floor
New York, NY 10151
Alison Nolan Managing Director of Athena Ugland House, 113 South
Director International Management Church Street, George Town,
Limited Grand Cayman
Gary Linford Managing Director of Grand Pavillion, 802 West
Director DirectorsPlus Limited Bay Road, Grand Cayman,
Cayman Islands
Directors of HCM/Z Special Opportunities LLC
Name and Position Principal Occupation Principal Business Address
Glenn R. Dubin Managing Member/Co-Founder 9 West 57th Street
Director of Highbridge Capital 27th Floor
Management and Co-Chairman New York, NY 10019
of Dubin & Swieca Capital
Management
Hugh G. Thompson Senior Vice President of PO Box 1093GT
Director Maples Finance Limited Queensgate House
South Church Street,
George Town
Grand Cayman,
Cayman Islands