0000902664-13-002033.txt : 20130430 0000902664-13-002033.hdr.sgml : 20130430 20130429212051 ACCESSION NUMBER: 0000902664-13-002033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130429 GROUP MEMBERS: ASGARD INVESTMENT CORP. GROUP MEMBERS: ASGARD INVESTMENT CORP. II GROUP MEMBERS: BLACK DIAMOND OFFSHORE LTD. GROUP MEMBERS: CARLSON CAPITAL, L.P. GROUP MEMBERS: CLINT D. CARLSON GROUP MEMBERS: DOUBLE BLACK DIAMOND OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 1007 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39056 FILM NUMBER: 13794072 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 p13-1181sc13da.htm CARLSON CAPITAL LP
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Ruby Tuesday, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

781182100

(CUSIP Number)
 

Steven J. Pully

Carlson Capital, L.P.

2100 McKinney Avenue

Dallas, TX 75201

(214) 932-9600

 

with a copy to:

David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 25, 2013

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ] 

(Page 1 of 15 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 2 of 15

 

1

NAME OF REPORTING PERSON

Double Black Diamond Offshore 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,817,902 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,817,902 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,817,902 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.6%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 3 of 15

 

1

NAME OF REPORTING PERSON

Black Diamond Offshore 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

169,198 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

169,198 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

169,198 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 4 of 15

 

1

NAME OF REPORTING PERSON

Carlson Capital, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,987,100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,987,100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,987,100 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 5 of 15

 

1

NAME OF REPORTING PERSON

Asgard Investment Corp. II

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,987,100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,987,100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,987,100 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

CO

         

 

  

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 6 of 15

 

1

NAME OF REPORTING PERSON

Asgard Investment Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,987,100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,987,100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,987,100 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 7 of 15

 

1

NAME OF REPORTING PERSON

Clint D. Carlson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,987,100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,987,100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,987,100 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 781182100SCHEDULE 13D/APage 8 of 15

This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 17, 2011 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC June 28, 2011 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on July 1, 2011 ("Amendment No. 2") and Amendment No. 3 to the Original Schedule 13D filed with the SEC on August 12, 2012 ("Amendment No. 3" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the "Schedule 13D") with respect to the common stock, par value $0.01 per share (the "Common Stock") of Ruby Tuesday, Inc., a Georgia corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Items 2, 3, 4, 5, 6 and 7 as set forth below. This Amendment No. 4 constitutes an "exit filing" with respect to the Schedule 13D for the Reporting Persons.

 

Item 2. IDENTITY AND BACKGROUND
   
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
  (a) This Schedule 13D is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), (ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore" and together with Double Offshore, the "Funds"), (iii) Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital"), (iv) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital ("Asgard II"); (v) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II ("Asgard I"); and (vi) Clint D. Carlson ("Mr. Carlson" and together with the Funds, Carlson Capital, Asgard II and Asgard I, the "Reporting Persons"). The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Asgard I and Asgard II are set forth in Appendix A attached hereto.
   
  (b) The principal business address of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, TX.
   
  (c) The principal business of the Funds is to invest in securities. The principal business of Carlson Capital is serving as the investment manager to the Funds and to certain managed accounts.  The principal business of Asgard II is serving as the general partner of Carlson Capital.  The principal business of Asgard I is serving as the sole stockholder of Asgard II. The present principal occupation of Mr. Carlson is serving as President of Asgard II, Asgard I and Carlson Capital.
   
  (d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
  (e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
   
  (f) Mr. Carlson is a citizen of the United States.

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 9 of 15

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
  The Reporting Persons used approximately $25,810,540 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
   
  The source of the funds used to acquire the Common Stock reported herein is the working capital of the Funds and margin borrowings described in the following sentence. Such shares are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
 
Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
  The Reporting Persons originally acquired the Common Stock reported herein for investment in the ordinary course of business because they believed that such shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity.
   
  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 investments in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors of the Issuer, price levels of the Common Stock, 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 investments in the Issuer as they deem appropriate, including, without limitation, buying additional shares of Common Stock or selling some or all of their shares of Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 10 of 15

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
  (a) and (b)
   
  On June 16, 2011, the Group Agreement was entered into by (i) the Becker Drapkin Parties, (ii) the Reporting Persons and (iii) Mr. Brodsky (collectively with the Becker Drapkin Parties and Reporting Persons, the “Group”). On June 30, 2011, the Reporting Persons entered into an agreement (the “Group Termination Agreement”) with the Becker Drapkin Parties and Mr. Brodsky whereby the parties thereto, on behalf of themselves and their respective affiliates, terminated (i) their status as a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement (other than certain provisions of the Group Agreement which expressly survive the termination thereof). The foregoing description is qualified in its entirety by reference to the full text of the Group Termination Agreement, a copy of which is attached as Exhibit 2 to Amendment No. 2 and is incorporated by reference herein.
   
  The Reporting Persons may be deemed to beneficially own in the aggregate 2,987,100 shares of Common Stock. Based upon a total of 60,939,946 shares of Common Stock outstanding as of April 9, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on April 12, 2013, the Reporting Persons' shares represent approximately 4.9% of the outstanding shares of Common Stock. As a result of the Group Termination Agreement, the Reporting Persons no longer are deemed to beneficially own any securities held by the Becker Drapkin Parties or Mr. Brodsky.
   
  Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power to vote and direct the disposition of (i) the 2,817,902 shares of Common Stock reported herein as owned by Double Offshore and (ii) the 169,198 shares of Common Stock reported herein as owned by Offshore.
   
  (c) All transactions in the Common Stock effected by the Reporting Persons during the past sixty days are set forth on Appendix B hereto.
   
  (e) April 26, 2013.  
   
Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 

 

The Reporting Persons are parties to an agreement with respect to the joint filing of the Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 3 to the Schedule 13D and is incorporated by reference herein.

   
  Other than the joint filing agreement described above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 11 of 15

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Exhibit Description
3 Joint Filing Agreement, dated April 29, 2013

 

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 12 of 15

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 29, 2013

 

  DOUBLE BLACK DIAMOND OFFSHORE LTD.
   
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  BLACK DIAMOND OFFSHORE LTD.
   
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  ASGARD INVESTMENT CORP. II
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  ASGARD INVESTMENT CORP.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  By:

/s/ Clint D. Carlson

  Name: Clint D. Carlson

 

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 13 of 15

Appendix A

 

DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD I AND ASGARD II

 

The following sets forth the name, position and principal occupation of each director and executive officer of Asgard I and Asgard II, respectively. Except as otherwise indicated, the business address of each director and officer is 2100 McKinney Avenue, Suite 1800, Dallas, TX. To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the directors or executive officers of Asgard I or Asgard II owns any Common Stock.

 

Asgard I

 

Name Position Principal Occupation Citizenship
Clint Carlson Director/President Investment Manager United States
Nancy Carlson Secretary/Treasurer Executive United States

 

Asgard II

 

Name Position Principal Occupation Citizenship
Clint Carlson Director/President Investment Manager United States
Nancy Carlson Secretary/Treasurer Executive United States

 

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 14 of 15

Appendix B

TRANSACTIONS IN THE ISSUER’S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS

The following tables set forth all transactions in the shares of Common Stock effected by any of the Reporting Persons during the past sixty days. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

Double Black Diamond Offshore Ltd.

Trade Date

Shares Purchased (Sold)

Price Per Share ($)

3/15/2013 46 7.5
3/15/2013 17,055 7.4999
3/15/2013 15,332 7.481
3/15/2013 93,201 7.4693
3/15/2013 46,600 7.4818
3/15/2013 14,966 7.496
3/18/2013 6,317 7.44
3/18/2013 12,852 7.444
3/18/2013 24,983 7.4503
3/19/2013 141,507 7.4285
3/20/2013 82,138 7.4072
3/21/2013 43,437 7.4461
4/11/2013 (76) 8.41
4/11/2013 (11,527) 8.4419
4/11/2013 (99,619) 8.5133
4/11/2013 (35,527) 8.8018
4/11/2013 (28,301) 8.85
4/12/2013 (94,336) 8.9716
4/12/2013 (28,300) 9.068
4/12/2013 (26,923) 8.8001
4/12/2013 (9,434) 9.1053
4/12/2013 (94) 9.3
4/12/2013 (10,930) 9.2578
4/12/2013 (4,622) 9.2308
4/12/2013 (84,902) 9.1634
4/12/2013 (35,323) 9.1991
4/12/2013 (32,275) 9.1055
4/15/2013 (715) 9.01
4/15/2013 (91) 8.8
4/15/2013 (32,077) 8.9563
4/15/2013 (20,853) 8.8025
4/16/2013 (90) 8.84
4/16/2013 (51,601) 8.8543
4/25/2013 (301,874) 9.41
4/25/2013 (94,336) 9.44
4/26/2013 (141,504) 9.38
4/29/2013 (71) 9.6
4/29/2013 (378) 9.65
4/29/2013 (212) 9.8
4/29/2013 (25,376) 9.79

 

 
CUSIP No. 781182100SCHEDULE 13D/APage 15 of 15

Black Diamond Offshore Ltd.

Trade Date

Shares Purchased (Sold)

Price Per Share ($)

3/15/2013 4 7.5
3/15/2013 1,245 7.4999
3/15/2013 1,118 7.481
3/15/2013 6,799 7.4693
3/15/2013 3,400 7.4818
3/15/2013 1,092 7.496
3/18/2013 461 7.44
3/18/2013 938 7.444
3/18/2013 1,822 7.4503
3/19/2013 10,325 7.4285
3/20/2013 5,993 7.4072
3/21/2013 3,169 7.4461
4/11/2013 (5) 8.41
4/11/2013 (692) 8.4419
4/11/2013 (5,981) 8.5133
4/11/2013 (2,134) 8.8018
4/11/2013 (1,699) 8.85
4/12/2013 (5,664) 8.9716
4/12/2013 (1,700) 9.068
4/12/2013 (1,616) 8.8001
4/12/2013 (566) 9.1053
4/12/2013 (6) 9.3
4/12/2013 (655) 9.2578
4/12/2013 (278) 9.2308
4/12/2013 (5,098) 9.1634
4/12/2013 (2,120) 9.1991
4/12/2013 (1,939) 9.1055
4/15/2013 (43) 9.01
4/15/2013 (6) 8.8
4/15/2013 (1,926) 8.9563
4/15/2013 (1,252) 8.8025
4/16/2013 (5) 8.84
4/16/2013 (3,099) 8.8543
4/25/2013 (18,126) 9.41
4/25/2013 (5,664) 9.44
4/26/2013 (8,496) 9.38
4/29/2013 (5) 9.6
4/29/2013 (22) 9.65
4/29/2013 (12) 9.8
4/29/2013 (1,524) 9.79

 

 EX-99 2 p13-1181exhibi3.htm EXHIBIT 3

EXHIBIT 3

Joint Filing Agreement, dated April 29, 2013

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows that such information is inaccurate.

 

Dated: April 29, 2013.

 

  DOUBLE BLACK DIAMOND OFFSHORE LTD.
   
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  BLACK DIAMOND OFFSHORE LTD.
   
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  ASGARD INVESTMENT CORP. II
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  ASGARD INVESTMENT CORP.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  By:

/s/ Clint D. Carlson

  Name: Clint D. Carlson