The
following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D
filed by the undersigned. This Amendment No. 11 amends the Schedule
13D as specifically set forth.
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item 3 is
hereby amended and restated as follows:
The
aggregate purchase price of the 5,143,215 shares of common stock, $.50 par value
per share (the “Common Stock”) beneficially owned by WILLC is approximately
$99,269,591, including brokerage commissions. The shares of Common
Stock beneficially owned by WILLC were acquired with the working capital of each
of WIHP, WIAP, WIIP and WITRP. The aggregate purchase price of the
901 shares of Common Stock owned directly by Mr. Lipson is approximately
$18,785, including brokerage commissions. The shares of Common Stock
owned directly by Mr. Lipson were acquired with personal funds. The
aggregate purchase price of the 3,335,225 shares of Common Stock beneficially
owned by BPM is approximately $60,782,340, including brokerage
commissions. The shares of Common Stock beneficially owned by BPM
were acquired with the working capital of BPIP and the working capital of
BPP.
Item
5.
|
Interest in Securities
of the Issuer
.
|
Item 5 is
hereby amended and restated as follows:
(a) The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon 103,738,828 shares of Common Stock outstanding as of
November 10, 2008, as reported in the Issuer’s Offer to Purchase filed as
Exhibit 99.(A)(1)(i) to the Issuer’s Schedule TO filed with the Securities and
Exchange Commission on November 12, 2008.
As of the
close of business on December 5, 2008, WIHP, WIAP, WIIP and WITRP beneficially
owned 2,097,615, 1,969,700, 992,100 and 83,800 shares of Common Stock,
respectively, constituting approximately 2.02%, 1.90%, less than 1% and less
than 1%, respectively, of the shares of Common Stock
outstanding. WILLC beneficially owned 5,143,215 shares of Common
Stock, constituting approximately 4.96% of the shares of Common Stock
outstanding. Mr. Lipson beneficially owned 5,144,116 shares of Common
Stock, constituting approximately 4.96% of the shares of Common Stock
outstanding.
As the
general partner or managing member, as the case may be, of WIHP, WIAP, WIIP and
WITRP, WILLC may be deemed to beneficially own the 5,143,215 shares of Common
Stock owned in the aggregate by WIHP, WIAP, WIIP and WITRP. As the
managing member of WILLC, Mr. Lipson may be deemed to beneficially own the
5,143,215 shares of Common Stock beneficially owned by WILLC, in addition to the
901 shares of Common Stock owned directly by Mr. Lipson.
As of the
close of business on December 5, 2008, BPIP and BPP beneficially owned 1,810,050
and 1,525,175 shares of Common Stock, respectively, constituting approximately
1.75% and 1.47%, respectively, of the shares of Common Stock
outstanding. As the managing member of BPIP and BPP, BPM may be
deemed to beneficially own the 3,335,225 shares of Common Stock owned in the
aggregate by BPIP and BPP, constituting approximately 3.22% of the shares of
Common Stock outstanding. As managing members of BPM, Messrs.
Franzblau and Ferguson may be deemed to beneficially own the 3,335,225 shares of
Common Stock beneficially owned by BPM, constituting approximately 3.22% of the
shares of Common Stock outstanding.
Each of
the Western Entities disclaims beneficial ownership of the shares of Common
Stock beneficially owned by the other Reporting Persons.
Each of
the Benchmark Entities disclaims beneficial ownership of the shares of Common
Stock beneficially owned by the other Reporting Persons.
(b) Each
of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over
the shares of Common Stock reported as beneficially owned by the Western
Entities by virtue of their respective positions as described in paragraph
(a).
Each of
BPM, Mr. Ferguson and Mr. Franzblau is deemed to have sole voting and
dispositive power over the shares of Common Stock reported as beneficially owned
by the Benchmark Entities by virtue of their respective positions as described
in paragraph (a).
None of
the Western Entities has voting or dispositive control over the shares of Common
Stock held by the other Reporting Persons. None of the Benchmark
Entities has voting or dispositive control over the shares of Common Stock held
by the other Reporting Persons.
(c) Schedule
A annexed hereto lists all transactions in the shares of Common Stock by the
Reporting Persons during the past 60 days.
(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, the shares of Common Stock.
(e) Effective
December 8, 2008, the Reporting Persons ceased to be beneficial owners of more
than 5% of the securities of the Issuer.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Item 6 is
hereby amended to add the following:
On
December 8, 2008, Western, BPIP and BPP entered into an agreement (the
“Agreement”) whereby Western agreed to cease providing recommendations to BPIP
and BPP with respect to purchases and sales of securities of the
Issuer. In addition, pursuant to the terms of the Agreement, BPIP,
BPP, BPM, Mr. Ferguson and Mr. Franzblau are no longer members of a “group” with
respect to the securities of the Issuer with the other Reporting
Persons.
Since the
filing of Amendment No. 10, each of WIHP, WIAP and WIIP has unwound its position
with respect to the Swap Arrangements. Accordingly, as of the close
of business on December 5, 2008, WIHP, WIAP and WIIP are no longer parties to
the Swap Arrangements.
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:
December 9, 2008
|
WESTERN
INVESTMENT LLC
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
General
Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Investment
Manager
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT INSTITUTIONAL PARTNERS LLC
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.
|
|
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
SCHEDULE
A
Transactions in the Shares
of Common Stock During the Past 60 Days
Shares
of Common Stock
Purchased / Sold
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
(1,500)
|
|
12.1074
|
10/14/08
|
(15,200)
|
|
10.9044
|
10/16/08
|
(1,500)
|
|
10.4374
|
10/24/08
|
(13,800)
|
|
10.6590
|
10/27/08
|
(2,000)
|
|
11.0423
|
10/29/08
|
(25,000)
|
|
12.3530
|
11/04/08
|
(80,900)
|
|
12.0034
|
11/05/08
|
(23,700)
|
|
11.2097
|
11/06/08
|
(86,200)
|
|
11.3766
|
11/07/08
|
(70,500)
|
|
11.3956
|
11/10/08
|
(65,200)
|
|
10.9788
|
11/11/08
|
(59,900)
|
|
10.6231
|
11/12/08
|
(38,500)
|
|
10.4733
|
11/13/08
|
(45,600)
|
|
10.8592
|
11/14/08
|
(5,900)
|
|
10.5823
|
11/17/08
|
(58,000)
|
|
10.2930
|
11/18/08
|
(27,000)
|
|
10.2209
|
11/19/08
|
(6,800)
|
|
9.3173
|
11/20/08
|
(1,200)
|
|
9.3391
|
11/21/08
|
(1,200)
|
|
10.2075
|
11/24/08
|
(10,000)
|
|
9.8033
|
11/25/08
|
(15,000)
|
|
10.2028
|
11/26/08
|
(8,200)
|
|
10.5247
|
11/28/08
|
(22,500)
|
|
10.0936
|
12/01/08
|
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
(1,500)
|
|
12.1074
|
10/14/08
|
(200)
|
|
11.3874
|
10/15/08
|
(2,700)
|
|
10.9007
|
10/16/08
|
(12,500)
|
|
10.9044
|
10/16/08
|
(1,600)
|
|
10.4374
|
10/24/08
|
(14,100)
|
|
10.6590
|
10/27/08
|
(1,300)
|
|
10.3628
|
10/28/08
|
(2,100)
|
|
11.0423
|
10/29/08
|
(25,000)
|
|
12.3530
|
11/04/08
|
(81,000)
|
|
12.0034
|
11/05/08
|
(23,700)
|
|
11.2097
|
11/06/08
|
(86,300)
|
|
11.3766
|
11/07/08
|
(70,600)
|
|
11.3956
|
11/10/08
|
(65,200)
|
|
10.9788
|
11/11/08
|
(60,000)
|
|
10.6231
|
11/12/08
|
(38,600)
|
|
10.4733
|
11/13/08
|
(45,700)
|
|
10.8592
|
11/14/08
|
(6,000)
|
|
10.5824
|
11/17/08
|
(58,000)
|
|
10.2930
|
11/18/08
|
(27,000)
|
|
10.2209
|
11/19/08
|
(6,800)
|
|
9.3173
|
11/20/08
|
(1,100)
|
|
9.3384
|
11/21/08
|
(1,300)
|
|
10.2081
|
11/24/08
|
(10,000)
|
|
9.8033
|
11/25/08
|
(8,300)
|
|
10.5247
|
11/28/08
|
(22,500)
|
|
10.0936
|
12/01/08
|
WESTERN INVESTMENT
INSTITUTIONAL PARTNERS LLC
145,700
*
|
|
10.2900
|
11/25/08
|
(15,000)
|
|
10.2028
|
11/26/08
|
120,000
*
|
|
10.2921
|
11/26/08
|
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
(12,900)
|
|
10.9041
|
10/16/08
|
(11,700)
|
|
11.8783
|
10/17/08
|
(29,600)
|
|
12.0580
|
10/20/08
|
(19,900)
|
|
12.0021
|
10/21/08
|
(10,000)
|
|
11.4059
|
10/22/08
|
(60,000)
|
|
11.4059
|
10/22/08
|
(10,100)
|
|
10.7231
|
10/23/08
|
(1,500)
|
|
10.4374
|
10/24/08
|
(13,800)
|
|
10.6590
|
10/27/08
|
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
(145,700)
*
*
|
|
10.2900
|
11/25/08
|
(120,000)
*
*
|
|
10.2878
|
11/26/08
|
*
Shares
acquired in a cross trade with Western Investment Total Return Fund Ltd., an
affiliate of Western Investment Institutional Partners
LLC.
**
Shares
were transferred in a cross trade with Western Investment Institutional Partners
LLC, an affiliate of Western Investment Total Return Fund Ltd.