1
|
NAME OF REPORTING PERSON
FRONTFOUR CAPITAL GROUP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
418,788
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
418,788
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,788
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR MASTER FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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)
|
¨
|
|
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
181,619
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
181,619
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,619
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR CAPITAL CORP.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA, CANADA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
31,886
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
31,886
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,886
|
||
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
CO
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR OPPORTUNITY FUND LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA, CANADA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
31,886
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
31,886
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,886
|
||
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
CO
|
1
|
NAME OF REPORTING PERSON
STEPHEN LOUKAS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,850
|
|
8
|
SHARED VOTING POWER
450,674
|
||
9
|
SOLE DISPOSITIVE POWER
1,850
|
||
10
|
SHARED DISPOSITIVE POWER
450,674
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,524
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DAVID A. LORBER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,595
|
|
8
|
SHARED VOTING POWER
450,674
|
||
9
|
SOLE DISPOSITIVE POWER
2,595
|
||
10
|
SHARED DISPOSITIVE POWER
450,674
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,269
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ZACHARY GEORGE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
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
450,674
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
450,674
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,674
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of Delaware (“FrontFour Capital”);
|
|
(ii)
|
FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (“Master Fund”);
|
|
(iii)
|
FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”);
|
|
(iv)
|
FrontFour Opportunity Fund Ltd., a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”);
|
|
(v)
|
Stephen Loukas (“Mr. Loukas”);
|
|
(vi)
|
David A. Lorber (“Mr. Lorber”); and
|
|
(vii)
|
Zachary George (“Mr. George”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
FrontFour Capital
|
|
(a)
|
As of the close of business on March 1, 2013, FrontFour Capital beneficially owned 418,788 Shares (consisting of 181,619 Shares owned directly by Master Fund and 237,169 Shares held directly by the Separately Managed Accounts).
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 418,788
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 418,788
|
|
(c)
|
The transactions in the Shares beneficially owned by FrontFour Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Master Fund
|
|
(a)
|
As of the close of business on March 1, 2013, Master Fund beneficially owned 181,619 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 181,619
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 181,619
|
|
(c)
|
The transactions in the Shares by Master Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
FrontFour Corp.
|
|
(a)
|
As of the close of business on March 1, 2013, FrontFour Corp. beneficially owned 31,886 Shares (consisting of 31,886 Shares owned directly by the Canadian Fund).
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 31,886
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 31,886
|
|
(c)
|
The transactions in the Shares beneficially owned by FrontFour Corp. during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Canadian Fund
|
|
(a)
|
As of the close of business on March 1, 2013, the Canadian Fund beneficially owned 31,886 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 31,886
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 31,886
|
|
(c)
|
The transactions in the Shares by the Canadian Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Mr. Lorber
|
|
(a)
|
As of the close of business on March 1, 2013, Mr. Lorber owned 2,595 Shares and, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,595
|
|
2. Shared power to vote or direct vote: 450,674
|
|
3. Sole power to dispose or direct the disposition: 2,595
|
|
4. Shared power to dispose or direct the disposition: 450,674
|
|
(c)
|
Mr. Lorber has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. Lorber during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Loukas
|
|
(a)
|
As of the close of business on March 1, 2013, Mr. Loukas owned 1,850 Shares and, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities.
|
|
Percentage: Approximately 5.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 1,850
|
|
2. Shared power to vote or direct vote: 450,674
|
|
3. Sole power to dispose or direct the disposition: 1,850
|
|
4. Shared power to dispose or direct the disposition: 450,674
|
|
(c)
|
Mr. Loukas has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. Loukas during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Mr. George
|
|
(a)
|
As of the close of business on March 1, 2013, Mr. George, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities.
|
|
Percentage: Approximately 5.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 450,674
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 450,674
|
|
(c)
|
Mr. George has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. George during the past sixty days are set forth in Schedule A and are incorporated herein 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, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement, dated March 4, 2013.
|
|
99.2
|
FrontFour Agreement, dated March 14, 2012 (incorporated herein by reference to Exhibit 99.2 to the Form 8-K filed by the Issuer on March 20, 2012).
|
Dated: March 4, 2013
|
FrontFour Master Fund, Ltd.
|
||
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
Managing Member
|
FrontFour Capital Group LLC
|
|||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
Managing Member
|
FrontFour Opportunity Fund Ltd.
|
|||
By:
|
FrontFour Capital Corp.
as Investment Manager
|
||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
President
|
FrontFour Capital Corp.
|
|||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
President
|
/s/ Stephen Loukas
|
|
Stephen Loukas
|
/s/ David A. Lorber
|
|
David A. Lorber
|
/s/ Zachary George
|
|
Zachary George
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
2,400
|
28.0927
|
01/04/2013
|
1,729
|
27.9712
|
01/07/2013
|
1,573
|
27.9515
|
01/08/2013
|
2,500
|
33.1260
|
01/15/2013
|
3,000
|
34.9692
|
01/24/2013
|
805
|
34.9954
|
01/28/2013
|
4,000
|
36.1896
|
01/30/2013
|
1,911
|
35.4283
|
01/30/2013
|
3,842
|
37.1031
|
02/20/2013
|
535
|
28.0927
|
01/04/2013
|
500
|
27.9712
|
01/07/2013
|
292
|
27.9515
|
01/08/2013
|
500
|
33.1260
|
01/15/2013
|
906
|
34.9692
|
01/24/2013
|
146
|
34.9954
|
01/28/2013
|
3,500
|
36.1896
|
01/30/2013
|
346
|
35.4283
|
01/30/2013
|
692
|
37.1031
|
02/20/2013
|
4,678
|
27.9456
|
01/03/2013
|
700
|
27.9712
|
01/07/2013
|
2,030
|
27.9515
|
01/08/2013
|
2,000
|
33.1260
|
01/15/2013
|
5,813
|
34.9692
|
01/24/2013
|
1,031
|
34.9954
|
01/28/2013
|
2,500
|
36.1896
|
01/30/2013
|
2,443
|
35.4283
|
01/30/2013
|
3,000
|
36.7719
|
02/11/2013
|
4,600
|
36.8075
|
02/11/2013
|
1,600
|
36.7691
|
02/12/2013
|
400
|
36.8563
|
02/14/2013
|
10,000
|
37.0880
|
02/20/2013
|
5,466
|
37.1031
|
02/20/2013
|
1,808
|
37.1780
|
02/21/2013
|
5,000
|
37.3264
|
02/22/2013
|
2,021
|
35.8365
|
03/01/2013
|
Dated: March 4, 2013
|
FrontFour Master Fund, Ltd.
|
||
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
Managing Member
|
FrontFour Capital Group LLC
|
|||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
Managing Member
|
FrontFour Opportunity Fund Ltd.
|
|||
By:
|
FrontFour Capital Corp.
as Investment Manager
|
||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
President
|
FrontFour Capital Corp.
|
|||
By:
|
/s/ David A. Lorber
|
||
Name:
|
David A. Lorber
|
||
Title:
|
President
|
/s/ Stephen Loukas
|
|
Stephen Loukas
|
/s/ David A. Lorber
|
|
David A. Lorber
|
/s/ Zachary George
|
|
Zachary George
|