Sec Form 13D Filing - BARINGTON COMPANIES EQUITY PARTNERS L P filing for SCHULMAN A INC (SHLM) - 2009-07-29

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 25)


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)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

 (Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

July 24, 2009

(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)







 

 

SCHEDULE 13D

 

CUSIP No. 808194104

Page 2 of 15 Pages


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

Barington Companies Equity Partners, L.P.

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

(b)

[  ]


3)

SEC USE ONLY

 

 


4)

SOURCE OF FUNDS

 

 

 

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

645,724

 

 

 

SHARES

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

OWNED BY

None

 

 

 

EACH

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

PERSON

645,724

 

 

 

WITH

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

None

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

645,724

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

2.48%

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

PN

 

 






 

 

SCHEDULE 13D

 

CUSIP No. 808194104

Page 3 of 15 Pages


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

Barington Companies Investors, LLC

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

(b)

[  ]


3)

SEC USE ONLY

 

 


4)

SOURCE OF FUNDS

 

 

 

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

645,724

 

 

 

SHARES

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

OWNED BY

None

 

 

 

EACH

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

PERSON

645,724

 

 

 

WITH

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

None

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

645,724

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

2.48%

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

OO

 

 






 

 

SCHEDULE 13D

 

CUSIP No. 808194104

Page 4 of 15 Pages


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

Barington Investments, L.P.

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

(b)

[  ]


3)

SEC USE ONLY

 

 


4)

SOURCE OF FUNDS

 

 

 

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

484,713

 

 

 

SHARES

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

OWNED BY

None

 

 

 

EACH

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

PERSON

484,713

 

 

 

WITH

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

None

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

484,713

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

1.86%

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

PN

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 5 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Advisors, LLC

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

& #xA0;


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

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

484,713

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

484,713

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

484,713

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

1.86%

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 6 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Offshore Fund, Ltd.

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

 


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

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

 

 

 

 

British Virgin Islands

 

 

 


 

 

7)

SOLE VOTING POWER

 

 

 

 

NUMBER OF

153,136

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

153,136

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

153,136

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.59%

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

CO

 

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 7 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Offshore Advisors II, LLC

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

 


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

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

153,136

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

153,136

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

153,136

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.59%

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

IA, OO

 

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 8 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Capital Group, L.P.

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

 


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

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

 

 

 

 

New York

 

 

 


 

 

7)

SOLE VOTING POWER

 

 

 

 

NUMBER OF

1,283,573

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

1,283,573

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,283,573

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

4.92%

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 9 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

LNA Capital Corp.

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

 


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

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

1,283,573

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

1,283,573

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,283,573

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

4.92%

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

CO

 

 

 






 

 

SCHEDULE 13D

 

 

CUSIP No. 808194104

Page 10 of 15 Pages

 


1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

James A. Mitarotonda

 

 

 


2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[X]

 

 

 

(b)

[  ]

 


3)

SEC USE ONLY

 

 

 


4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 


5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

& #xA0;

[  ]

 


6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 


 

 

7)

SOLE VOTING POWER

 

 

 

 

NUMBER OF

1,290,573 (See Item 5)

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)

SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)

SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

1,283,573 (See Item 5)

 

 

 

 

WITH

 

 

 

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,290,573 (See Item 5)

 

 

 


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[  ]

 


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

4.95% (See Item 5)

 

 

 


14)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 





Page 11 of 15 Pages


This Amendment No. 25 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 w ith 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, that certain Amendment No. 20 filed with the SEC on November 19, 2007, that certain Amendment No. 21 filed with the SEC on May 29, 2008, that certain Amendment No. 22 filed with the SEC on September 15, 2008, that certain Amendment No. 23 filed with the SEC on January 7, 2009 and that certain Amendment No. 24 filed with the SEC on April 28, 2009 (collectively, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. and others with respect to the common stock, p ar value $1.00 per share (the “Common Stock”), of A. Schulman, Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 3550 West Market Street, Akron, Ohio 44333.

Item 2.

Identity and Background.


The second paragraph of Item 2 (a) – (c) of the Statement is hereby amended and restated as follows:


As of July 28, 2009, the Reporting Entities are the beneficial owners of, in the aggregate, 1,290,573 shares of Common Stock, representing approximately 4.95% of the shares of Common Stock presently outstanding.


Schedule I of the Statement is hereby amended and restated as set forth on Schedule I attached hereto.


Item 4.

Purpose of Transaction.


Item 4 of the Statement is hereby amended and supplemented as follows:


On July 24, 2009, Barington Companies Offshore Fund, Ltd. made a distribution of 13,743 shares of Common Stock to certain former redeeming investors.  The distribution represented the holdback amount associated with the redemption proceeds previously paid to such investors, which is retained pending the completion of the year-end audit of the fund.


Item 5.

Interest in Securities of the Issuer.


Items 5(a), (b) and (e) of the Statement are hereby amended and restated as follows:


(a)

As of July 28, 2009, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 645,724 shares of Common Stock, representing approximately 2.48% of the shares of Common Stock presently outstanding based upon the 26,068,463 shares of Common Stock reported by the Company to be issued and outstanding as of June 30, 2009 in its Form 10-Q filed with the Securities and Exchange Commission on July 2, 2009 (the “Issued and Outstanding Shares”).


As of July 28, 2009, Barington Investments, L.P. beneficially owns 484,713 shares of Common Stock, representing approximately 1.86% of the Issued and Outstanding Shares.  As of July 28, 2009, Barington Companies Offshore Fund, Ltd. beneficially owns 153,136 shares of Common Stock, representing approximately 0.59% of the Issued and Outstanding Shares.  As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 645,724 shares of Common Stock beneficially




Page 12 of 15 Pages


owned by Barington Companies Equity Partners, L.P., representing approximately 2.48% of the Issued and Outstanding Shares.  As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 484,713 shares of Common Stock beneficially owned by Bar ington Investments, L.P., representing approximately 1.86% of the Issued and Outstanding Shares.  As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing approximately 0.59% of the Issued and Outstanding Shares.  As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 645,724 shares of Common Stock benefic ially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares, representing approximately 4.92% of the Issued and Outstanding Shares.  As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares of Common Stock, representing approximately 4.92% of the Issued and Outstanding Shares.  As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,283,573 shares of Common Stock.  Mr. Mitarotonda, who is a director of the Company, also beneficially owns 2,000 shares of restricted Common Stock granted to him under the Company’s 2002 Equity Incentive Plan and 5,000 shares of restricted Common Stock granted to him under the Company’s 2006 Equity Incentive Plan.  As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 1,290,573 shares of Common Stock, representing approximately 4.95% of the Issued and Outstanding Shares.  Mr. Mitarotonda has sole voting and dispositive power with respect to the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484 ,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 153,136 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd.  Mr. Mitarotonda has sole voting power, but not dispositive power, with respect to the 7,000 shares of restricted Common Stock beneficially owned by him.  Other than with respect to the 7,000 shares of restricted Common Stock owned by him, Mr. Mitarotonda disclaims beneficial ownership of any 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), except that Mr. Mitarotonda has sole voting power, but not dispositive power, over the 7,000 shares of restricted Common Stock beneficially owned by him.


Each of the 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.


 (e)

As of the close of business on July 24, 2008, the Reporting Entities cease to be subject to beneficial ownership filing requirements under Section 13 of the Securities Exchange Act of 1934, as amended, as their beneficial ownership of Common Stock is now below 5% of the shares of Common Stock presently outstanding.




 Page 13 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:  July 29, 2009


BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By:

Barington Companies Investors, LLC, its general partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member



BARINGTON COMPANIES INVESTORS, LLC


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member



BARINGTON INVESTMENTS, L.P.

By:

Barington Companies Advisors, LLC, its general partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member



BARINGTON COMPANIES ADVISORS,

LLC


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member






Page 14 of 15 Pages


BARINGTON COMPANIES OFFSHORE FUND, LTD.


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President



BARINGTON OFFSHORE ADVISORS II, LLC


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   Managing Member



BARINGTON CAPITAL GROUP, L.P.

By:  LNA Capital Corp., its general

  partner


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO



LNA CAPITAL CORP.


By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title:   President and CEO



/s/ James A. Mitarotonda

James A. Mitarotonda






Page 15 of 15 Pages


SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.



Name and Position

Principal Occupation

Principal Business Address

 

 

 

James A. Mitarotonda

Chairman and Chief Executive Officer

888 Seventh Avenue

President, Treasurer and Director

of Barington Capital Group, L.P.

17th Floor

 

 

New York, NY 10019

 

 

 

Sebastian E. Cassetta

Chief Operating Officer and Managing

One Thorndal Circle

Director

Member of Singer Partners, LLC

Darien, CT 06824

 

 

 

Jonathan Clipper

Managing Director of

7 Reid Street, Suite 108

Director

Bedford Management Ltd.

Hamilton HM11, Bermuda

 

 

 

Citigroup Fund Services, Ltd.

Fund Administration

Washington Mall 1, 3rd Flr.

Secretary

 

22 Church Street

 

 

Hamilton HM11, Bermuda

 

 

 


Officers of LNA Capital Corp.



 Name and Position

Principal Occupation

Principal Business Address

 

 

 

James A. Mitarotonda

Chairman, President, CEO and Treasurer

Chairman and Chief Executive Officer
of Barington Capital Group, L.P.

888 Seventh Avenue

17th Floor

New York, NY 10019

 

 

 

Jared L. Landaw

Secretary

Chief Operating Officer and General Counsel of Barington Capital Group,
L.P.

888 Seventh Avenue

17th Floor

New York, NY 10019