1
|
NAME
OF REPORTING PERSON
PARCHE,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
567,849
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
567,849
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,849
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,981,219
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
2,981,219
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,981,219
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
ENTERPRISE, LTD
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
567,849
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
567,849
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,849
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
RCG
STARBOARD ADVISORS, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,549,068
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
3,549,068
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
RAMIUS
CAPITAL GROUP, L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,549,068
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
3,549,068
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
C4S
& CO., L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,549,068
|
|
8
|
SHARED
VOTING POWER
-
0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
3,549,068
|
||
10
|
SHARED
DISPOSITIVE POWER
-
0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
PETER
A. COHEN
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
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
3,549,068
|
||
9
|
SOLE
DISPOSITIVE POWER
-
0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,549,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
MORGAN
B. STARK
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
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
3,549,068
|
||
9
|
SOLE
DISPOSITIVE POWER
-
0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,549,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JEFFREY
M. SOLOMON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
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
3,549,068
|
||
9
|
SOLE
DISPOSITIVE POWER
-
0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,549,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
THOMAS
W. STRAUSS
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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)
|
o
|
|
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
3,549,068
|
||
9
|
SOLE
DISPOSITIVE POWER
-
0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
3,549,068
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,549,068
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
|
(i)
|
Parche,
LLC, a Delaware limited liability company (“Parche”), with respect to the
Shares directly and beneficially owned by
it;
|
|
(ii)
|
Starboard
Value and Opportunity Master Fund Ltd., a Cayman
Islands exempted company
(“Starboard”), with respect to the Shares directly and beneficially
owned
by it;
|
|
(iii)
|
RCG
Enterprise, Ltd, a Cayman Islands exempted company
(“RCG Enterprise”), who
serves as the sole non-managing member of Parche and owns all
economic interests therein;
|
|
(iv)
|
RCG
Starboard Advisors, LLC, a Delaware limited liability
company (“RCG
Starboard Advisors”), who serves as the managing manager of Parche and
as
the investment manager of
Starboard;
|
|
(v)
|
Ramius
Capital Group, L.L.C., a Delaware limited liability
company (“Ramius
Capital”), who serves as the sole member of RCG Starboard
Advisors and as
the investment manager of RCG
Enterprise;
|
|
(vi)
|
C4S
& Co., L.L.C., a Delaware limited liability company
(“C4S”), who
serves as managing member of Ramius
Capital;
|
|
(vii)
|
Peter
A. Cohen ("Mr. Cohen"), who serves as one of the
managing members of
C4S;
|
|
(viii)
|
Morgan
B. Stark ("Mr. Stark"), who serves as one of the
managing members of
C4S;
|
|
(ix)
|
Thomas
W. Strauss ("Mr. Strauss"), who serves as one of
the managing members of
C4S; and
|
|
(x)
|
Jeffrey
M. Solomon ("Mr. Solomon"), who serves as one of
the managing members of
C4S.
|
A.
|
Parche
|
|
(a)
|
As
of the close of business on December 13, 2007, Parche
beneficially owned
567,849 Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
567,849
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
567,849
|
|
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 the close of business on December 13, 2007, Starboard
beneficially
owned 2,981,219
Shares.
|
|
(b)
|
1.
Sole power to vote or direct vote:
2,981,219
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
2,981,219
|
|
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.
|
C.
|
RCG
Enterprise
|
|
(a)
|
As
of the close of business on December 13, 2007, 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 567,849
Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
567,849
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
567,849
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Enterprise did not enter into any transactions in
the Shares in the past
60 days. The transactions in the Shares by Parche in the past
60 days are set forth in Schedule A and are incorporated
by
reference.
|
D.
|
RCG
Starboard Advisors
|
|
(a)
|
As
of the close of business on December 13, 2007, as
the managing member of
Parche and the investment manager of Starboard, RCG
Starboard Advisors may
be deemed the beneficial owner of the (i) 2,981,219
Shares owned by
Starboard, and (ii) 567,849 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,549,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,549,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors did not enter into any transactions
in the Shares in
the past 60 days. The transactions in the Shares in the past 60
days on behalf of Starboard and Parche, which were
all in the open market,
are set forth in Schedule A and are incorporated
by
reference.
|
E.
|
Ramius
Capital
|
|
|
(a)
|
As
of the close of business on December 13, 2007, as
the sole member of RCG
Starboard Advisors, Ramius Capital may be deemed
the beneficial owner of
the (i) 2,981,219 Shares owned by Starboard and (ii)
567,849 Shares owned
by Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,549,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,549,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
Capital did not enter into any transactions in the
Shares in the past 60
days. The transactions in the Shares in the past 60 days
on
behalf of Starboard and Parche, which were all in
the open market, are set
forth in Schedule A and are incorporated by
reference.
|
F.
|
C4S
|
|
(a)
|
As
of the close of business on December 13, 2007, as
the managing member of
Ramius Capital, C4S may be deemed the beneficial
owner of the (i)
2,981,219 Shares owned by Starboard and (ii) 567,849
Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
3,549,068
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
3,549,068
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares
in the past 60
days. The transactions in the Shares in the past 60 days
on
behalf of Starboard and Parche, which were all in
the open market, are set
forth in Schedule A and are incorporated by
reference.
|
G.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
As
of the close of business on December 13, 2007, as
the managing members of
C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be
deemed the beneficial owner of the (i) 2,981,219
Shares owned by Starboard
and (ii) 567,849 Shares owned by
Parche.
|
|
(b)
|
1.
Sole power to vote or direct vote:
0
|
|
2.
Shared power to vote or direct vote:
3,549,068
|
|
3.
Sole power to dispose or direct the disposition:
0
|
|
4.
Shared power to dispose or direct the disposition:
3,549,068
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon
has entered into any
transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on
behalf of Starboard and
Parche, which were all in the open market, are set
forth in Schedule A and
are incorporated by reference.
|
|
(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 of the Common
Stock.
|
|
(e)
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With
Respect
toSecurities of the
Issuer.
|
|
Exhibit
99.1
|
Joint
Filing Agreement by and among Starboard Value and
Opportunity Master Fund
Ltd., Parche, LLC, RCG Enterprise, Ltd, RCG Starboard
Advisors, LLC,
Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen,
Morgan B. Stark, Thomas W. Strauss, and Jeffrey M.
Solomon, dated December
14, 2007.
|
|
Exhibit
99.2
|
Power
of Attorney for Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and
Jeffrey M. Solomon, dated August 16,
2007.
|
PARCHE,
LLC
By:
RCG Starboard Advisors, LLC,
its managing member
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
By:
RCG Starboard Advisors, LLC,
its investment manager
|
RCG
STARBOARD ADVISORS, LLC
By:
Ramius Capital Group, L.L.C.,
its sole member
RCG
ENTERPRISE, LTD
By:
Ramius Capital Group, L.L.C.,
its investment manager
RAMIUS
CAPITAL GROUP, L.L.C.
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
|
Shares
of Common Stock
Purchased
|
Price
Per
Share($)
|
Date
of
Purchase
|
8,400
|
11.2402
|
12/04/07
|
|
70,720
|
11.2247
|
12/04/07
|
|
375,849
|
* |
11.5400
|
12/04/07
|
4,000
|
11.8374
|
12/05/07
|
|
5,792
|
12.0950
|
12/06/07
|
|
4,800
|
12.1000
|
12/06/07
|
|
80,000
|
12.0843
|
12/06/07
|
|
8,000
|
11.8649
|
12/11/07
|
|
10,288
|
11.6181
|
12/12/07
|
84,444
|
15.0763
|
10/18/07
|
|
1,092
|
15.0631
|
10/18/07
|
|
17,096
|
14.7157
|
10/19/07
|
|
42,924
|
14.8268
|
10/23/07
|
|
74,088
|
14.9707
|
10/24/07
|
|
332,388
|
13.0298
|
10/25/07
|
|
13,759
|
13.6111
|
10/26/07
|
|
35,700
|
13.2848
|
10/26/07
|
|
20,591
|
13.6580
|
10/29/07
|
|
6,735
|
13.6412
|
10/29/07
|
|
100,197
|
13.3587
|
10/31/07
|
|
1,848
|
13.3741
|
10/31/07
|
|
21,000
|
13.1000
|
11/01/07
|
|
201,947
|
13.0841
|
11/01/07
|
|
16,800
|
13.1650
|
11/01/07
|
|
115,377
|
12.9444
|
11/02/07
|
|
102,152
|
12.8076
|
11/05/07
|
|
130,536
|
12.9045
|
11/06/07
|
|
134,400
|
12.9144
|
11/07/07
|
|
7,476
|
13.0000
|
11/07/07
|
7,993
|
12.8730
|
11/07/07
|
|
36,456
|
12.7626
|
11/08/07
|
|
42,000
|
12.6224
|
11/08/07
|
|
35,700
|
12.6806
|
11/09/07
|
|
168,000
|
13.0000
|
11/09/07
|
|
47,376
|
12.6679
|
11/09/07
|
|
21,000
|
13.1000
|
11/12/07
|
|
54,684
|
12.5952
|
11/13/07
|
|
24,893
|
12.4272
|
11/15/07
|
|
42,000
|
12.3830
|
11/16/07
|
|
31,559
|
11.9877
|
11/19/07
|
|
1,008
|
11.1788
|
12/03/07
|
|
44,100
|
11.2402
|
12/04/07
|
|
371,280
|
11.2247
|
12/04/07
|
|
21,000
|
11.8374
|
12/05/07
|
|
25,200
|
12.0950
|
12/06/07
|
|
420,000
|
12.1000
|
12/06/07
|
|
30,407
|
12.0843
|
12/06/07
|
|
42,000
|
11.8649
|
12/11/07
|
|
54,013
|
11.6181
|
12/12/07
|
Name
and Position
|
Principal
Occupation
|
Principal
Business Address
|
Mark
Mitchell
Director
|
Partner
of Ramius Capital Group, L.L.C.
|
666
Third Avenue
26th
Floor
New
York, New York 10017
|
Jeffrey
M. Solomon
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing
Member of Ramius Capital Group, L.L.C.
|
666
Third Avenue
26th
Floor
New
York, New York 10017
|
CFS
Company Ltd.
Director
|
Nominee
Company registered with Cayman Islands Monetary Authority
and is
affiliated with Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
Name
and Position
|
Principal
Occupation
|
Principal
Business Address
|
Morgan
B. Stark
Director
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
Capital Group, L.L.C.
|
666
Third Avenue
26th
Floor
New
York, New York 10017
|
Marran
Ogilvie
Director
|
General
Counsel of Ramius Capital Group, L.L.C.
|
666
Third Avenue
26th
Floor
New
York, New York 10017
|
CFS
Company Ltd.
Director
|
Nominee
Company registered with Cayman Islands Monetary Authority
and is
affiliated with Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
CSS
Corporation Ltd.
Secretary
|
Affiliate
of the Administrator of the Fund
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
Exhibit
|
Exhibit
Number
|
Joint
Filing Agreement by and
among Starboard Value and Opportunity Master Fund
Ltd., Parche, LLC, RCG
Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius
Capital Group,
L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas
W.
Strauss, and Jeffrey M. Solomon, dated December 14,
2007.
|
99.1
|
Power
of Attorney for Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey
M. Solomon, dated
August 16, 2007.
|
99.2
|