Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- 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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 4)1
A. Schulman,
Inc.
(Name of
Issuer)
Common Stock, par value
$1.00 per
share
(Title of
Class of Securities)
808194104
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August 5,
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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).
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
PARCHE, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
205,064
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
205,064
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,064
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
2
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
RCG ENTERPRISE, LTD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
205,064
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
205,064
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,064
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
3
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
354,033
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
354,033
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,033
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
4
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
STARBOARD VALUE & OPPORTUNITY FUND, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
736,984
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
736,984
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,984
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
5
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
RCG STARBOARD ADVISORS, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,296,081
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
6
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
RAMIUS LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,296,081
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
7
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
C4S & CO., L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
|
8
|
SHARED
VOTING POWER
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,296,081
|
||
10
|
SHARED
DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
8
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
PETER A. COHEN
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,296,081
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
9
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
MORGAN
B. STARK
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,296,081
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
10
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
JEFFREY
M. SOLOMON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,296,081
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,296,081
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
11
CUSIP
NO. 808194104
1
|
NAME
OF REPORTING PERSON
THOMAS
W. STRAUSS
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
|
¨
|
|
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
1,296,081
|
||
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,296,081
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,081
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
12
CUSIP
NO. 808194104
The
following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). This Amendment No. 4
amends the Schedule 13D as specifically set forth.
Item 3 is
hereby amended and restated as follows:
The
Shares purchased by Starboard, Starboard Value and Parche were purchased with
the working capital of such entities (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open
market purchases. The aggregate purchase cost of the 1,296,081 Shares
beneficially owned in the aggregate by the Reporting Persons is approximately
$26,649,562, excluding brokerage commissions.
Item 5 is
hereby amended and restated as follows:
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 26,450,624 Shares outstanding, which is the total number of Shares
reported to be outstanding as of June 30, 2008 in the Issuer’s Quarterly Report
on Form 10-Q, as filed with the Securities and Exchange Commission on July 2,
2008.
A.
|
Parche
|
|
(a)
|
As
of August 5, 2008, Parche beneficially owned 205,064
Shares.
|
Percentage:
Less than 1% as of as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
205,064
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
205,064
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Parche in the past 60 days are set forth in
Schedule A and are incorporated by
reference.
|
B.
|
Starboard
|
|
(a)
|
As
of August 5, 2008, Starboard beneficially owned 354,033
Shares.
|
Percentage:
1.3% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
354,033
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
354,033
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the Shares by Starboard in the past 60 days are set forth
in Schedule A and are incorporated by
reference.
|
13
CUSIP
NO. 808194104
C.
|
Starboard
Value
|
|
(a)
|
As
of August 5, 2008, Starboard Value beneficially owned 736,984
Shares.
|
Percentage:
2.8% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
736,984
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
736,984
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Starboard
Value has not entered into any transactions in the Shares during the past
60 days.
|
D.
|
RCG
Enterprise
|
|
(a)
|
RCG
Enterprise, as the sole non-managing member of Parche and owner of all
economic interests therein, may be deemed the beneficial owner of the
205,064 Shares owned by Parche.
|
Percentage:
Less than 1% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
205,064
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
205,064
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Enterprise has not entered into any transactions in the Shares during the
past 60 days. The transactions in the Shares by Parche during
the past 60 days are set forth in Schedule A and incorporated herein by
reference.
|
E.
|
RCG
Starboard Advisors
|
|
(a)
|
RCG
Starboard Advisors, as the managing member of each of Parche and Starboard
Value and the investment manager of Starboard, may be deemed the
beneficial owner of the (i) 354,033 Shares owned by Starboard, (ii)
205,064 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
Percentage:
4.9% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
1,296,081
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,296,081
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares during
the past 60 days on behalf of Parche and Starboard are set forth on
Schedule A and incorporated herein by
reference.
|
14
CUSIP
NO. 808194104
F.
|
Ramius
|
|
(a)
|
Ramius,
as the sole member of RCG Starboard Advisors, may be deemed the beneficial
owner of the (i) 354,033 Shares owned by Starboard, (ii) 205,064 Shares
owned by Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
Percentage:
4.9% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
1,296,081
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,296,081
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
has not entered into any transactions in the Shares during the past 60
days. The transactions in the Shares during the past 60 days on
behalf of Parche and Starboard are set forth on Schedule A and
incorporated herein by reference.
|
G.
|
C4S
|
|
(a)
|
C4S,
as the managing member of Ramius, may be deemed the beneficial owner of
the (i) 354,033 Shares owned by Starboard, (ii) 205,064 Shares owned by
Parche and (iii) 736,984 Shares owned by Starboard
Value.
|
Percentage:
4.9% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
1,296,081
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
1,296,081
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
has not entered into any transactions in the Shares during the past 60
days. The transactions in the Shares during the past 60 days on
behalf of Parche and Starboard are set forth on Schedule A and
incorporated herein by reference.
|
H.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
Messrs.
Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be
deemed the beneficial owners of the (i) 354,033 Shares owned by Starboard,
(ii) 205,064 Shares owned by Parche and (iii) 736,984 Shares owned by
Starboard Value.
|
Percentage:
4.9% as of August 5, 2008.
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
1,296,081
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
1,296,081
|
|
(c)
|
None
of Messrs. Cohen, Stark, Strauss and Solomon has entered into any
transactions in the Shares during the past 60 days. The
transactions in the Shares during the past 60 days on behalf of Parche and
Starboard are set forth on Schedule A and incorporated herein by
reference.
|
15
CUSIP
NO. 808194104
|
(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.
|
|
(e)
|
Effective
August 5, 2008, the Reporting Persons ceased to be the beneficial owners
of more than 5% of the Shares of the
Issuer.
|
16
CUSIP
NO. 808194104
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated:
August 7, 2008
PARCHE,
LLC
STARBOARD
VALUE &
OPPORTUNITY
FUND, LLC
By:
RCG Starboard Advisors, LLC,
their
managing member
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
RCG Starboard Advisors, LLC,
its
investment manager
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RCG
ENTERPRISE, LTD
By:
Ramius LLC,
its
investment manager
RAMIUS
LLC
By:
C4S & Co., L.L.C.,
as
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
|
17
CUSIP
NO. 808194104
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
PARCHE,
LLC
2,816
|
22.3427
|
06/12/2008
|
|
800
|
22.8468
|
06/13/2008
|
|
2,288
|
22.8284
|
06/13/2008
|
|
4,434
|
23.3072
|
06/16/2008
|
|
2,439
|
23.3075
|
06/17/2008
|
|
1,811
|
23.2842
|
06/18/2008
|
|
5,360
|
23.1335
|
06/19/2008
|
|
5,309
|
22.8812
|
06/20/2008
|
|
3,930
|
23.0424
|
06/23/2008
|
|
2,917
|
22.9111
|
06/24/2008
|
|
(3,356)
|
24.3252
|
06/25/2008
|
|
(96)
|
24.5400
|
06/25/2008
|
|
(1,592)
|
24.5490
|
06/25/2008
|
|
(4,000)
|
23.9936
|
06/26/2008
|
|
(4,000)
|
23.4096
|
06/27/2008
|
|
(671)
|
23.3371
|
07/01/2008
|
|
(1,456)
|
21.8360
|
07/02/2008
|
|
(4,000)
|
22.7770
|
07/03/2008
|
|
(5,771)
|
22.8563
|
07/07/2008
|
|
(7,161)
|
22.5844
|
07/08/2008
|
|
(2,320)
|
23.3801
|
07/23/2008
|
|
(2,480)
|
23.1011
|
07/24/2008
|
|
(5,209)
|
22.4581
|
08/05/2008
|
STARBOARD VALUE AND
OPPORTUNITY MASTER FUND LTD.
14,784
|
22.3427
|
06/12/2008
|
|
4,200
|
22.8468
|
06/13/2008
|
|
12,012
|
22.8284
|
06/13/2008
|
|
23,277
|
23.3072
|
06/16/2008
|
|
12,802
|
23.3075
|
06/17/2008
|
|
9,505
|
23.2842
|
06/18/2008
|
|
28,141
|
23.1335
|
06/19/2008
|
|
27,873
|
22.8812
|
06/20/2008
|
|
20,635
|
23.0424
|
06/23/2008
|
|
15,317
|
22.9111
|
06/24/2008
|
18
CUSIP
NO. 808194104
(17,622)
|
24.3252
|
06/25/2008
|
|
(504)
|
24.5400
|
06/25/2008
|
|
(8,355)
|
24.5490
|
06/25/2008
|
|
(21,000)
|
23.9936
|
06/26/2008
|
|
(21,000)
|
23.4096
|
06/27/2008
|
|
(3,524)
|
23.3371
|
07/01/2008
|
|
(7,644)
|
21.8360
|
07/02/2008
|
|
(21,000)
|
22.7770
|
07/03/2008
|
|
(30,300)
|
22.8563
|
07/07/2008
|
|
(37,598)
|
22.5844
|
07/08/2008
|
|
(12,180)
|
23.3801
|
07/23/2008
|
|
(13,020)
|
23.1011
|
07/24/2008
|
|
(27,345)
|
22.4581
|
08/05/2008
|
19