1
|
NAME OF REPORTING PERSONS
FOUNDATION ONSHORE FUND, L.P.
|
|
2
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
769,879
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
769,879
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,879
|
|
12
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
FOUNDATION OFFSHORE MASTER FUND, LTD.
|
|
2
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
718,856
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
718,856
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,856
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
FOUNDATION OFFSHORE FUND, LTD.
|
|
2
|
||
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
718,856
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
718,856
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,856
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
FOUNDATION ASSET MANAGEMENT GP, LLC
|
|
2
|
||
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
769,879
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
769,879
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,879
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
FOUNDATION ASSET MANAGEMENT, LLC
|
|
2
|
||
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
1,488,735
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
1,488,735
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,735
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
DAVID CHARNEY
|
|
2
|
||
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
1,488,735
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
1,488,735
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,735
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
SKY WILBER
|
|
2
|
||
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
1,488,735
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
1,488,735
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,735
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
ENGINE CAPITAL, L.P.
|
|
2
|
||
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
205,159
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
205,159
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,159
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
ENGINE JET CAPITAL, L.P.
|
|
2
|
||
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
38,820
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
38,820
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,820
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
ENGINE CAPITAL MANAGEMENT, LLC
|
|
2
|
||
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
243,979
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
243,979
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,979
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
ENGINE INVESTMENTS, LLC
|
|
2
|
||
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
243,979
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
243,979
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,979
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
ARNAUD AJDLER
|
|
2
|
||
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
BELGIUM
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
243,979
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
243,979
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,979
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
Item 2 is hereby amended and restated to read as follows:
|
|
(i)
|
Foundation Onshore Fund, L.P., a Delaware limited partnership (the “Onshore Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Foundation Offshore Master Fund, Ltd., a Cayman Islands exempted company (the “Offshore Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Foundation Offshore Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), as a feeder fund for the Offshore Master Fund;
|
|
(iv)
|
Foundation Asset Management GP, LLC, a Delaware limited liability company (“Foundation GP”), as the general partner of the Onshore Fund;
|
|
(v)
|
Foundation Asset Management, LLC, a Delaware limited liability company (“Foundation LLC”), as the investment manager of each of the Onshore Fund, the Offshore Master Fund and the Offshore Fund;
|
|
(vi)
|
David Charney, as the managing member of each of Foundation LLC and Foundation GP;
|
|
(vii)
|
Sky Wilber, as the managing member of each of Foundation LLC and Foundation GP;
|
|
(viii)
|
Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;
|
|
(ix)
|
Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;
|
|
(x)
|
Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet;
|
|
(xi)
|
Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; and
|
|
(xii)
|
Arnaud Ajdler, as the managing member of Engine Investments.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item 5 is hereby amended and restated to read as follows:
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
|
Item 6 is hereby amended to add the following:
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Item 7 is hereby amended to add the following exhibit:
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Foundation Offshore Master Fund, Ltd., Foundation Onshore Fund, L.P., Foundation Offshore Fund, Ltd., Foundation Asset Management GP, LLC, Foundation Asset Management, LLC, David Charney, Sky Wilber, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Engine Capital Management, LLC, and Arnaud Ajdler, dated January 21, 2014.
|
Foundation Offshore Master Fund, Ltd.
|
|||
By:
|
/s/ Sky Wilber
|
||
Name:
|
Sky Wilber
|
||
Title:
|
Director
|
Foundation Onshore Fund, L.P.
|
|||
By: Foundation Asset Management GP, LLC
General Partner
|
|||
By:
|
/s/ Sky Wilber
|
||
Name:
|
Sky Wilber
|
||
Title:
|
Managing Member
|
Foundation Offshore Fund, Ltd.
|
|||
By:
|
/s/ Sky Wilber
|
||
Name:
|
Sky Wilber
|
||
Title:
|
Director
|
Foundation Asset Management GP, LLC
|
|||
By:
|
/s/ Sky Wilber
|
||
Name:
|
Sky Wilber
|
||
Title:
|
Managing Member
|
Foundation Asset Management, LLC
|
|||
By:
|
/s/ Sky Wilber
|
||
Name:
|
Sky Wilber
|
||
Title:
|
Managing Member
|
/s/ DAVID CHARNEY
|
|
DAVID CHARNEY
|
/s/ SKY WILBER
|
|
SKY WILBER
|
Engine Capital, L.P.
|
|||
By: Engine Investments, LLC
General Partner
|
|||
By:
|
/s/ Arnaud Ajdler
|
||
Name:
|
Arnaud Ajdler
|
||
Title:
|
Managing Member
|
Engine Jet Capital, L.P.
|
|||
By: Engine Investments, LLC
General Partner
|
|||
By:
|
/s/ Arnaud Ajdler
|
||
Name:
|
Arnaud Ajdler
|
||
Title:
|
Managing Member
|
Engine Capital Management, LLC
|
|||
By: Engine Investments, LLC
General Partner of Engine Capital, L.P. and
Engine Jet Capital, L.P.
|
|||
By:
|
/s/ Arnaud Ajdler
|
||
Name:
|
Arnaud Ajdler
|
||
Title:
|
Managing Member
|
Engine Investments, LLC
|
|||
By:
|
/s/ Arnaud Ajdler
|
||
Name:
|
Arnaud Ajdler
|
||
Title:
|
Managing Member
|
/s/ ARNAUD AJDLER
|
|
ARNAUD AJDLER
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase
|
16,818
|
32.8482
|
01/03/2014
|
6,526
|
32.8597
|
01/06/2014
|
57,854
|
32.9559
|
01/06/2014
|
21,022
|
32.9849
|
01/07/2014
|
21,022
|
32.8995
|
01/07/2014
|
22,452
|
32.9194
|
01/08/2014
|
29,431
|
32.8970
|
01/09/2014
|
21,022
|
33.4983
|
01/13/2014
|
5,802
|
33.3964
|
01/15/2014
|
3,210
|
33.2534
|
01/16/2014
|
3,182
|
32.8482
|
01/03/2014
|
1,235
|
32.8597
|
01/06/2014
|
10,946
|
32.9559
|
01/06/2014
|
3,978
|
32.8995
|
01/07/2014
|
3,978
|
32.9849
|
01/07/2014
|
4,248
|
32.9194
|
01/08/2014
|
5,569
|
32.8970
|
01/09/2014
|
3,978
|
33.4983
|
01/13/2014
|
1,098
|
33.3964
|
01/15/2014
|
608
|
33.2534
|
01/16/2014
|