Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:
As previously disclosed, on February 11, 2011, the Reporting Persons delivered a letter to the Issuer notifying it that the Reporting Persons intend to appear at the 2011 annual meeting of the Issuer's shareholders to nominate and seek to elect certain persons to the Issuer’s board of directors (the “
Board
”). The Reporting Persons believe that the Issuer needs new directors with the experience and capabilities to maximize value for all shareholders due to the Issuer’s questionable corporate governance and inefficient business practices and operations, which have reduced shareholder confidence in the management and the Board and eroded shareholder value.
On February 11, 2011, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, and High River Limited Partnership (the “
Icahn Parties
”) also delivered a letter (the “
Icahn Letter
”) to the Issuer notifying it that, amongst other things, the Icahn Parties intend to appear at the 2011 annual meeting of the Issuer's shareholders, in person or by proxy, to nominate and seek to elect certain persons (the “
Icahn Nominees
”) to the Issuer’s Board. Subsequently, on February 22, 2011, the Icahn Parties made an offer to acquire the Issuer for $17 per share in cash.
The Reporting Persons have reviewed the information and proposals contained in the Icahn Letter and other documents the Icahn Parties have filed with the SEC and support the position that the Board should explore a sale of the Issuer as a means of maximizing value for all shareholders and that the Issuer would benefit from having independent, new directors on the Board who will act in the best interests of all shareholders in conducting this process. The Reporting Persons also believe that to avoid shareholder confusion that could arise from multiple nominations, and to create the most efficient process for electing nominees to the Board, it is in the best interests of all shareholders that only one group of shareholders nominate a competing slate of nominees for election to the Board.
In light of the reported qualifications of the Icahn Nominees, and the Icahn Parties’ ownership position and proposals, the Reporting Persons no longer intend to nominate candidates for the Board at the Issuer’s upcoming Annual Meeting. The Reporting Persons currently intend to vote for the Icahn Nominees at the 2011 annual meeting of the Issuer’s shareholders, although the Reporting Persons do not have any commitment, agreement or understanding to do so.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning matters with respect to the Reporting Persons’ investment in the Shares, including, without limitation, the business, operations, governance (including the election of directors), management, strategy and future plans of the Issuer. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board of Directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, selling some or all of their Shares and/or engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.