-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSB+KA2VCpJwFIOWejDWapi3hKR4ykM/JFxjDXBOhrvOhQrsj7Mmv85yo5yokqi1 7x7rmdmiUIGViU2B9rK+qQ== 0001125282-06-007378.txt : 20061121 0001125282-06-007378.hdr.sgml : 20061121 20061121172111 ACCESSION NUMBER: 0001125282-06-007378 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 GROUP MEMBERS: ADMIRAL ADVISORS, LLC GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: BARINGTON COMPANIES ADVISORS, LLC GROUP MEMBERS: BARINGTON COMPANIES INVESTORS, LLC GROUP MEMBERS: BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) GROUP MEMBERS: BARINGTON INVESTMENTS, L.P. GROUP MEMBERS: BARINGTON OFFSHORE ADVISORS, LLC GROUP MEMBERS: C4S & CO., LLC GROUP MEMBERS: D.B. ZWIRN & CO., L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. GROUP MEMBERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. GROUP MEMBERS: DANIEL B. ZWIRN GROUP MEMBERS: DBZ GP, LLC GROUP MEMBERS: HCM/Z SPECIAL OPPORTUNITIES LLC GROUP MEMBERS: JAMES MITAROTONDA GROUP MEMBERS: JEFFREY M. SOLOMON GROUP MEMBERS: LNA CAPITAL CORP. GROUP MEMBERS: MORGAN B. STARK GROUP MEMBERS: PARCHE, LLC GROUP MEMBERS: PETER A. COHEN GROUP MEMBERS: RAMIUS ADVISORS, LLC GROUP MEMBERS: RAMIUS CAPITAL GROUP, LLC GROUP MEMBERS: RAMIUS FUND III, LTD. GROUP MEMBERS: RAMIUS MASTER FUND, LTD. GROUP MEMBERS: RCG AMBROSE MASTER FUND, LTD. GROUP MEMBERS: RCG CARPATHIA MASTER FUND, LTD. GROUP MEMBERS: RCG HALIFAX FUND, LTD. GROUP MEMBERS: RJG CAPITAL MANAGEMENT, LLC GROUP MEMBERS: RJG CAPITAL PARTNERS, L.P. GROUP MEMBERS: RONALD GROSS GROUP MEMBERS: STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. GROUP MEMBERS: THOMAS W. STRAUSS GROUP MEMBERS: ZWIRN HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEP BOYS MANNY MOE & JACK CENTRAL INDEX KEY: 0000077449 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 230962915 STATE OF INCORPORATION: PA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18769 FILM NUMBER: 061233677 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 b415860_sch13da.htm SCHEDULE SC 13D/A Prepared and filed by St Ives Financial


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 12

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Pep Boys – Manny, Moe & Jack

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

713278109

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

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

November 16, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .


SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Companies Equity Partners, L.P.

13-4088890

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      1,401,648    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

1,401,648

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

1,401,648

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

2.58%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Investments, L.P.

20-2871525

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      836,833    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

836,833

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

836,833

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

1.54%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Companies Advisors, LLC

20-0327470

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      836,833    

 

8)

SHARED VOTING POWER

 

 
 

 

 

1,401,648

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

836,833

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

1,401,648

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,238,481

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.12%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IA, OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Companies Investors, LLC

13-4126527

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      none    

 

8)

SHARED VOTING POWER

 

 
 

 

 

1,401,648

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

1,401,648

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

1,401,648

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

2.58%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Companies Offshore Fund, Ltd.

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

British Virgin Islands

 

 

NUMBER OF
SHARES
BENEFICIALLY    
OWNED BY
EACH
REPORTING
PERSON
WITH

 

 

 

 

 

 

 

  

7)

SOLE VOTING POWER

 

 
      2,156,738    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

2,156,738

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,156,738

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

3.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Offshore Advisors, LLC

20-4797640

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      2,156,738    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

2,156,738

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,156,738

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

3.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IA, OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Barington Capital Group, L.P.

13-3635132

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

New York

 

 

NUMBER OF
SHARES
BENEFICIALLY    
OWNED BY
EACH
REPORTING
PERSON
WITH

 

 

 

 

 

 

 

  

7)

SOLE VOTING POWER

 

 
      4,395,219    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

4,395,219

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

4,395,219

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

8.09%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

LNA Capital Corp.

13-3635168

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      4,395,219    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

4,395,219

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

4,395,219

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

8.09%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

James Mitarotonda

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      4,398,794    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

4,398,794

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

4,398,794

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

8.10%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Parche, LLC

20-0870632

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      452,279    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

452,279

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

452,279

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.83%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Starboard Value and Opportunity Master Fund Ltd.

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      1,432,174    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

1,432,174

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

1,432,174

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

2.64%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

RCG Carpathia Master Fund, Ltd.

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

89,297 (see Item 5)

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

89,297 (see Item 5)

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

89,297 (see Item 5)

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.16% (see Item 5)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

RCG Ambrose Master Fund, Ltd.

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

101,312

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

101,312

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

101,312

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.19%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

RCG Halifax Fund, Ltd.

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

107,471

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

107,471

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

107,471

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.20%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Ramius Master Fund, Ltd.

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

404,276

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

404,276

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

404,276

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.74%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Ramius Fund III, Ltd

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

23,285

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

23,285

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

23,285

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.04%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Admiral Advisors, LLC

 37-1484525

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

1,884,453

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

1,884,453

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

1,884,453

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

3.47%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IA, OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Ramius Advisors, LLC

13-3954331

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      427,561    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

427,561

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

427,561

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.79%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Ramius Capital Group, L.L.C.

13-3937658

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      2,610,094    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IA, OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

C4S & Co., L.L.C.

13-3946794

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      2,610,094    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Peter A. Cohen

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

none

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

2,610,094

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Morgan B. Stark

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

none

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

2,610,094

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Jeffrey M. Solomon

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
     

none

    

 

8)

SHARED VOTING POWER

 

 
 

 

 

2,610,094

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Thomas W. Strauss

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      none    

 

8)

SHARED VOTING POWER

 

 
 

 

 

2,610,094

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

2,610,094

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

2,610,094

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

4.80% (based on Post-conversion Issued and Outstanding Shares)

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

RJG Capital Partners, L.P.

20-0133443

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      8,600    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

8,600

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

8,600

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.02%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

RJG Capital Management, LLC

20-0027325

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      8,600    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

8,600

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

8,600

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.02%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Ronald Gross

  

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      8,600    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

8,600

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

8,600

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.02%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

D.B. Zwirn Special Opportunities Fund, L.P.

73-1637217

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      52,944    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

52,944

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

52,944

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.10%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

D.B. Zwirn Special Opportunities Fund (TE), L.P.

20-0024165

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      none    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

none

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

none

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

none

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

D.B. Zwirn Special Opportunities Fund, Ltd.

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      368,259    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

368,259

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

368,259

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.68%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

CO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

HCM/Z Special Opportunities Capital LLC

98-0436333

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

WC

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      108,281    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

108,281

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

108,281

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.20%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

D.B. Zwirn & Co., L.P.

02-0597442

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      529,484    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

529,484

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

529,484

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

PN

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

DBZ GP, LLC

42-1657316

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      529,484    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

529,484

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

529,484

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Zwirn Holdings, LLC

30-0080444

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      529,484    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

529,484

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

529,484

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

OO

 

 

SCHEDULE 13D

CUSIP No. 713278109


1)

NAME OF REPORTING PERSON

 

 

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

Daniel B. Zwirn

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

 

 

 

 

 

(b)

3)

SEC USE ONLY

 

 

4)

SOURCE OF FUNDS

OO

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

 
      529,484    

 

8)

SHARED VOTING POWER

 

 
 

 

 

none

 

 

 

9)

SOLE DISPOSITIVE POWER

 

 
 

 

 

529,484

 

 

 

10)

SHARED DISPOSITIVE POWER

 

 
 

 

 

none

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

529,484

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

0.97%

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

 

 

IN

 

 

This Amendment No. 12 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2005, as amended by Amendment No. 1 filed on December 9, 2005, Amendment No. 2 filed on December 22, 2005, Amendment No. 3 filed on February 15, 2006, Amendment No. 4 filed on March 28, 2006, Amendment No. 5 filed on May 22, 2006, Amendment No. 6 filed on May 24, 2006, Amendment No. 7 filed on July 13, Amendment No. 8 filed on August 3, 2006, Amendment No. 9 filed on September 6, 2006, Amendment No. 10 filed on September 22, 2006 and Amendment No. 11 filed on October 4, 2006 (together, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $1.00 per share (the “Common Stock”), of The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the “Company”). The principal executive offices of the Company are located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132.

Item 2. Identity and Background.

Item 2(a)-(c) of the Statement is hereby amended and restated as follows:

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd. (BVI), Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., Admiral Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a “Reporting Entity” and, collectively, the “Reporting Entities”). The Statement is also being filed by D.B. Zwirn Special Opportunities Fund (TE), L.P., which is no longer a member of the group as further described in this Item 2.

As of November 20, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 7,546,972 shares of Common Stock, representing approximately 13.90% of the 54,311,189 shares of Common Stock presently outstanding and approximately 13.87% of the 54,400,486 shares of Common Stock (the “Post-conversion Issued and Outstanding Shares”) that would be outstanding assuming all convertible senior notes (as further described in Item 5 below) held by RCG Carpathia Master Fund, Ltd. are converted into shares of Common Stock.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

The investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Starboard Value and Opportunity Master Fund Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of Starboard Value and Opportunity Master Fund Ltd. is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of Starboard Value and Opportunity Master Fund Ltd. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. Parche, LLC is a Delaware limited liability company. The address of the principal business and principal office of Parche, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.

Each of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of each of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of each of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd and their respective principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2. Ramius Advisors, LLC serves as the investment manager for Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. The address of the principal business and principal office of Ramius Advisors, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017

The managing member of Parche, LLC is Admiral Advisors, LLC, a Delaware limited liability company formed to be the managing member of Parche, LLC. Admiral Advisors, LLC also serves as the investment manager for Starboard Value and Opportunity Master Fund Ltd. The address of the principal business and principal office of Admiral Advisors, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.

The sole member of Admiral Advisors, LLC and Ramius Advisors, LLC is Ramius Capital Group, L.L.C. Ramius Capital Group, L.L.C. is also the investment manager for RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd. and RCG Halifax Fund, Ltd. Ramius Capital Group, L.L.C. is a Delaware limited liability company that is engaged in money management and investment advisory services for third parties and proprietary accounts. The address of the principal business and principal office of Ramius Capital Group, L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. The managing member of Ramius Capital Group, L.L.C. is C4S & Co., L.L.C., a Delaware limited liability company formed to be the managing member of Ramius Capital Group, L.L.C. The address of the principal business and principal office of C4S & Co., L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a Managing Member of C4S & Co., L.L.C. The business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017.

RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal offices of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.

The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald Gross is the Managing Member of RJG Capital Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.

D.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited partnership formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151.

D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West Indies. HCM/Z Special Opportunities LLC is an exempted company organized under the laws of the Cayman Islands formed to be used as an investment vehicle. The address of the principal business and principal office of HCM/Z Special Opportunities LLC is c/o Highbridge Capital Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies. There are no officers of D.B. Zwirn Special Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC and their principal occupations and business addresses are set forth on Schedule V and incorporated by reference in this Item 2.

The manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd. is D.B. Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership that acts as the manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd. The address of the principal business and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the general partner of D.B. Zwirn & Co., L.P. The address of the principal business and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.

The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn Holdings, LLC is a Delaware limited liability company that acts as the managing member of DBZ GP, LLC. The address of the principal business and principal office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New York, New York 10151.

As a result of the transactions described in Item 3 below, D.B. Zwirn Special Opportunities Fund (TE), L.P. is no longer a beneficial owner of shares of Common Stock and will not be included in future amendments to this Schedule 13D.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

Item 2(d)-(f) of the Statement is hereby amended and restated as follows:

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., Alison Nolan, a director of D.B. Zwirn Special Opportunities Fund, Ltd. and Hugh Thompson, a director of HCM/Z Special Opportunities LLC, each of whom is a citizen of the United Kingdom, and Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom.

Item 3. Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

On October 13, 2006, D.B. Zwirn Special Opportunities Fund, Ltd. purchased an aggregate of 52,989 shares of Common Stock from D.B. Zwirn Special Opportunities Fund (TE), L.P. The amount of funds expended for such purchase was approximately $750,854.13 by D.B. Zwirn Special Opportunities Fund Ltd. Since October 2, 2006 Barington Companies Equity Partners, L.P., Barington Companies Offshore Fund, Ltd., Barington Investments L.P. and RJG Capital Partners, L.P. purchased an aggregate of 545,900 shares of Common Stock. The amount of funds expended for such purchases was approximately $2,482,102.09 by Barington Companies Equity Partners, L.P., $3,333,676.51 by Barington Companies Offshore Fund, Ltd., $1,126,554.32 by Barington Investments L.P. and $7,573.02 by RJG Capital Partners, L.P.

All purchases of Common Stock by the Reporting Entities were made in open market transactions. All transactions effected since the filing of the Statement are described in Schedule VI attached hereto. All such purchases were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

(a) As of November 20, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 1,401,648 shares of Common Stock, representing approximately 2.58% of the shares of Common Stock presently outstanding based upon the 54,311,189 shares of Common Stock reported by the Company to be issued and outstanding as of August 25, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on September 6, 2006 (the “Issued and Outstanding Shares”). As of November 20, 2006, Barington Investments, L.P. beneficially owns 836,833 shares of Common Stock, constituting approximately 1.54% of the Issued and Outstanding Shares. As of November 20, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 2,156,738 shares of Common Stock, constituting approximately 3.97% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 836,833 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 2,238,481 shares, constituting approximately 4.12% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 2.58% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the 2,156,738 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 3.97% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 836,833 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 2,156,738 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 4,395,219 shares, constituting approximately 8.09% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 836,833 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,156,738 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 4,395,219 shares of Common Stock, constituting approximately 8.09% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 836,833 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,156,738 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 4,395,219 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, also beneficially owns 2,978 restricted stock units, which represent the right to receive an equal number of shares of Common Stock, and 597 shares of Common Stock issuable pursuant to currently exercisable options. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 4,398,794 shares of Common Stock, constituting approximately 8.10% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 1,401,648 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 836,833 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,156,738 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. Mr. Mitarotonda has sole voting and dispositive power with respect to the 2,978 restricted stock units and the 597 shares of Common Stock issuable pursuant to currently exercisable options.

As of November 20, 2006, RCG Carpathia Master Fund, Ltd. beneficially owns 89,297 shares of Common Stock which may be acquired upon conversion of $2,000,000 aggregate principal amount of the Company’s outstanding 4.25% convertible debentures owned by RCG Carpathia Master Fund, Ltd., constituting approximately 0.16% of the Post-conversion Issued and Outstanding Shares.

As of November 20, 2006, each of Parche, LLC and Starboard Value and Opportunity Master Fund Ltd. beneficially own 452,279 and 1,432,174 shares of Common Stock, respectively, constituting approximately 0.83% and 2.64%, respectively, of the Issued and Outstanding Shares. As the managing member of Parche, LLC and the investment manager of Starboard Value and Opportunity Master Fund Ltd., Admiral Advisors, LLC may be deemed to beneficially own the 452,279 shares and the 1,432,174 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, representing an aggregate of 1,884,453 shares, constituting approximately 3.47% of the Issued and Outstanding Shares. As of November 20, 2006, each of RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Master Fund III, Ltd beneficially own 101,312, 107,471, 404,276 and 23,285 shares of Common Stock, respectively, constituting approximately 0.19%, 0.20%, 0.74% and 0.04%, respectively, of the Issued and Outstanding Shares. As the investment manager of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, Ramius Advisors, LLC may be deemed to beneficially own the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 427,561 shares, constituting approximately 0.79% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC and Ramius Advisors, LLC and the investment manager of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd. and RCG Halifax Fund, Ltd., Ramius Capital Group, L.L.C. may be deemed to beneficially own the 452,279 shares of Common Stock owned by Parche, LLC, the 1,432,174 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,610,094 shares, constituting approximately 4.80% of the Post-conversion Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 452,279 shares of Common Stock owned by Parche, LLC, the 1,432,174 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,610,094 shares, constituting approximately 4.80% of the Post-conversion Issued and Outstanding Shares. As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 452,279 shares of Common Stock owned by Parche, LLC, the 1,432,174 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, representing an aggregate of 2,610,094 shares, constituting approximately 4.80% of the Post-conversion Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 452,279 shares of Common Stock owned by Parche, LLC, the 1,432,174 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd., the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., the 101,312 shares of Common Stock owned by RCG Ambrose Master Fund, Ltd., the 107,471 shares of Common Stock owned by RCG Halifax Fund, Ltd., the 404,276 shares of Common Stock owned by Ramius Master Fund, Ltd. and the 23,285 shares of Common Stock owned by Ramius Fund III, Ltd, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

As of November 20, 2006, RJG Capital Partners, L.P. beneficially owns 8,600 shares of Common Stock, constituting approximately 0.02% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 8,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 8,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 8,600 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross discl aims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of November 20, 2006, D.B. Zwirn Special Opportunities Fund, L.P. beneficially owns 52,944 shares of Common Stock, constituting approximately 0.10% of the Issued and Outstanding Shares. As of November 20, 2006, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 368,259 shares and 108,281 shares of Common Stock, respectively, constituting approximately 0.68% and 0.20%, respectively, of the Issued and Outstanding Shares.

As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.97% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.97% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.97% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 529,484 shares, constituting approximately 0.97% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

 

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: November 21, 2006

 

 

 

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

 

 

By:

Barington Companies Investors, LLC, its general partner

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

Managing Member

 

 

BARINGTON INVESTMENTS, L.P.
    By: Barington Companies Advisors, LLC, its general partner

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

Managing Member

 

 

 

 

 

BARINGTON COMPANIES ADVISORS, LLC

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

Managing Member

 

 

 

 

 

BARINGTON COMPANIES INVESTORS, LLC

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

Managing Member

 

 

 

 

 

BARINGTON COMPANIES OFFSHORE FUND, LTD

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

President

 

 

BARINGTON OFFSHORE ADVISORS, LLC

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

Authorized Signatory

 

 

 

BARINGTON CAPITAL GROUP, L.P.

 

 


By:

LNA Capital Corp., its general partner

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

President and CEO

 

 

 

LNA CAPITAL CORP.

 

By: 


/s/ James A. Mitarotonda

 

 

 

 

 

Name:

James A. Mitarotonda

 

 

Title:

President and CEO

 

 

 


/s/ James A. Mitarotonda

 

 

 

 

 

 

James A. Mitarotonda

 

 

 

PARCHE, LLC

 

 

By:

Admiral Advisors, LLC, its managing member

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Authorized Signatory

 

 

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Authorized Signatory

 

 

 

RCG CARPATHIA MASTER FUND, LTD.

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Authorized Signatory

 

 

RCG AMBROSE MASTER FUND, LTD.

 

 

By:

Ramius Capital Group, L.L.C.,

its Investment Manager

 

 

By:

C4S & Co., L.L.C.,
its Managing Member

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Managing Member

 

 

 

RCG HALIFAX FUND, LTD.

 

 

By:

Ramius Capital Group, L.L.C.,
its Investment Manager

 

 

By:

C4S & Co., L.L.C.,
its Managing Member

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Managing Member

 

 

 

RAMIUS MASTER FUND, LTD

 

 

By:

Ramius Advisors, LLC
its Investment Manager

 

 

By:

Ramius Capital Group, L.L.C.
its sole member

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Managing Member

 

 

 

RAMIUS FUND III, LTD

 

 

By:

Ramius Advisors, LLC
its Investment Manager

 

 

By:

Ramius Capital Group, L.L.C.
its sole member

 

By: 


/s/ Morgan B. Stark

 

 

 

 

 

Name:

Morgan B. Stark

 

 

Title:

Managing Member

 

 

 

RAMIUS ADVISORS, LLC

 

 

By:

Ramius Capital Group, L.L.C. its sole member

 

 

By: 


/s/ Morgan B. Stark

 

 

 

 

Name: 

Morgan B. Stark

 

 

Title: 

Authorized Signatory

 

 

 

ADMIRAL ADVISORS, LLC

 

 

By:

Ramius Capital Group, L.L.C., its sole member

 

 


By: 


/s/ Morgan B. Stark

 

 

 

 

Name: 

Morgan B. Stark

 

 

Title: 

Authorized Signatory

 

 

 

RAMIUS CAPITAL GROUP, L.L.C.

 

 

By:

C4S & Co., L.L.C., its Managing Member

 

 


By:


/s/ Morgan B. Stark

 

 

 

 

Name: 

Morgan B. Stark

 

 

Title: 

Managing Member

 

 

 

C4S & CO., L.L.C.

 

 


By:


/s/ Morgan B. Stark

 

 

 

 

Name: 

Morgan B. Stark

 

 

Title: 

Managing Member

 

 


/s/ Morgan B. Stark

 

 

 

Morgan B. Stark, individually and as attorney-in-fact for Peter A. Cohen, Jeffrey M. Solomon, and Thomas W. Strauss

 

 

 

RJG CAPITAL PARTNERS, L.P.

 

 

 

 

 

 

By:

RJG Capital Management, LLC, its general partner

 

 


By:


/s/ Ronald J. Gross

 

 

 

 

Name: 

Ronald J. Gross

 

 

Title: 

Managing Member

 

 

 

RJG CAPITAL MANAGEMENT, LLC

 

 


By:


/s/ Ronald J. Gross

 

 

 

 

Name: 

Ronald J. Gross

 

 

Title: 

Managing Member

 

 


/s/ Ronald J. Gross

 

 

 

 

Ronald J. Gross

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

 

 

 

 

 

 

By:

D.B. ZWIRN PARTNERS, LLC, its general partner

 

 

By:

ZWIRN HOLDINGS, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P.

 

 

By:

D.B. ZWIRN PARTNERS, LLC, its general partner

 

 

By:

ZWIRN HOLDINGS, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

 

 

By:

D.B. Zwirn & Co., L.P., its manager

 

 

By:

DBZ GP, LLC, its general partner

 

 

By:

Zwirn Holdings, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

HCM/Z SPECIAL OPPORTUNITIES LLC

 

 

By:

D.B. Zwirn & Co., L.P., its manager

 

 

By:

DBZ GP, LLC, its general partner

 

 

By:

Zwirn Holdings, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

D.B. ZWIRN & CO., L.P.

 

 

By:

DBZ GP, LLC, its general partner

 

 

By:

Zwirn Holdings, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

DBZ GP, LLC

 

 

By:

Zwirn Holdings, LLC, its managing member

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

ZWIRN HOLDINGS, LLC

 

 


By:


/s/ Daniel B. Zwirn

 

 

 

 

 

Name: 

Daniel B. Zwirn

 

 

Title: 

Managing Member

 

 

 

 

 

 

/s/ Daniel B. Zwirn
   

 

 

Daniel B. Zwirn

SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.

 

Name and Position

 

Principal Occupation

 

Principal Business Address
 
 

James A. Mitarotonda

 

Chairman and Chief Executive

 

888 Seventh Avenue

Director and President

 

Officer of Barington Capital

 

17th Floor

 

 

Group, L.P.

 

New York, NY 10019

 

 

 

 

 

Sebastian E. Cassetta

 

Senior Managing Director and

 

888 Seventh Avenue

Director

 

Chief Operating Officer of

 

17th Floor

 

 

Barington Capital Group, L.P.

 

New York, NY 10019

 

 

 

 

 

Jonathan Clipper

 

Managing Director of

 

7 Reid Street, Suite 108

Director

 

Bedford Management Ltd.

 

Hamilton HM11, Bermuda

 

 

 

 

 

Graham Cook

 

Director/Manager, Corporate

 

Bison Court

Director

 

Services of Byson Financial

 

P.O. Box 3460

 

 

Services, Ltd.

 

Road Town, Tortola

 

 

 

 

British Virgin Islands

 

 

 

 

 

Citigroup Fund Services Ltd.

 

Fund Administration

 

Washington Mall 1, 3rd Flr.

Secretary

 

 

 

22 Church Street

 

 

 

 

Hamilton HM11, Bermuda

 

 

 

 

 

Melvyn Brunt

 

Chief Financial Officer of

 

888 Seventh Avenue

Treasurer

 

Barington Capital Group, L.P.

 

17th Floor

 

 

 

 

New York, NY 10019

SCHEDULE II

Officers of LNA Capital Corp.

 

Name and Position

 

Principal Occupation

 

Principal Business Address
 
 

James A. Mitarotonda
President and CEO

 

Chairman and Chief Executive Officer of Barington Capital
Group, L.P.

 

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

 

 

Sebastian E. Cassetta
Secretary

 

Senior Managing Director and Chief Operating Officer of
Barington Capital Group, L.P.

 

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

 

 

Melvyn Brunt
Treasurer

 

Chief Financial Officer of
Barington Capital Group, L.P.

 

888 Seventh Avenue
17th Floor
New York, NY 10019

SCHEDULE III

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd.

 

Name and Position

 

Principal Occupation

 

Principal Business Address
 
 

Mark Mitchell
Director

 

Managing Director 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

SCHEDULE IV

Directors and Officers of RCG Carpathia Master Fund, Ltd.

 

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

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

SCHEDULE IV (continued)

Directors and Officers of RCG Ambrose Master Fund, Ltd.

 

Name and Position

 

Principal Occupation

 

Principal Business Address

 

 

Mark Mitchell
Director

 

Managing Director 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

SCHEDULE IV (continued)

Directors and Officers of RCG Halifax Fund, Ltd.

 

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

 

 

 

 

 

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

SCHEDULE IV (continued)

Directors and Officers of Ramius Master Fund, Ltd.

 

Name and Position

 

Principal Occupation

 

Principal Business Address

 

 

Morgan B. Stark

 

Managing Member of C4S &

 

666 Third Avenue

Director

 

Co., L.L.C., which is the

 

26th Floor

 

 

Managing Member of Ramius

 

New York, New York 10017

 

 

Capital Group, L.L.C.

 

 

Marran Ogilvie

 

General Counsel of Ramius

 

666 Third Avenue

Director

 

Capital Group, L.L.C.

 

26th Floor

 

 

 

 

New York, New York 10017
         

CFS Company Ltd.

 

Nominee Company registered

 

c/o Citco Fund Services

Director

 

with Cayman Islands

 

(Cayman Islands) Limited

 

 

Monetary Authority and is

 

Corporate Center

 

 

affiliated with

 

West Bay Road

 

 

Administrator of the Fund

 

Grand Cayman, Cayman

 

 

 

 

Islands

 

 

 

 

British West Indies

CSS Corporation Ltd.

 

Affiliate of the

 

c/o Citco Fund Services

Secretary

 

Administrator of the Fund

 

(Cayman Islands) Limited

 

 

 

 

Corporate Center

 

 

 

 

West Bay Road

 

 

 

 

Grand Cayman, Cayman

 

 

 

 

Islands

 

 

 

 

British West Indies

SCHEDULE IV (continued)

Directors and Officers of Ramius Fund III, Ltd

 

Name and Position

 

Principal Occupation

 

Principal Business Address

 

 

Morgan B. Stark

 

Managing Member of C4S &

 

666 Third Avenue

Director

 

Co., L.L.C., which is the

 

26th Floor

 

 

Managing Member of Ramius

 

New York, New York 10017

 

 

Capital Group, L.L.C.

 

 

Marran Ogilvie

 

General Counsel of Ramius

 

666 Third Avenue

Director

 

Capital Group, L.L.C.

 

26th Floor

 

 

 

 

New York, New York 10017

CFS Company Ltd.

 

Nominee Company registered

 

c/o Citco Fund Services

Director

 

with Cayman Islands Monetary

 

(Cayman Islands) Limited

 

 

Authority and is affiliated with

 

Corporate Center

 

 

Administrator of the Fund

 

West Bay Road

 

 

 

 

Grand Cayman, Cayman

 

 

 

 

Islands

 

 

 

 

British West Indies

CSS Corporation Ltd.

 

Affiliate of the Administrator of

 

c/o Citco Fund Services

Secretary

 

the Fund

 

(Cayman Islands) Limited

 

 

 

 

Corporate Center

 

 

 

 

West Bay Road

 

 

 

 

Grand Cayman, Cayman

 

 

 

 

Islands

 

 

 

 

British West Indies

SCHEDULE V

Directors of D.B. Zwirn Special Opportunities Fund, Ltd.

 

Name and Position

 

Principal Occupation

 

Principal Business Address

 

 

Daniel B. Zwirn
Director

 

Managing Partner of D.B. Zwirn & Co., L.P.

 

745 Fifth Avenue
18th Floor
New York, NY 10151

 

 

 

 

 

Alison Nolan
Director

 

Managing Director of Athena International Management Limited

 

Ugland House, 113 South Church Street, George Town, Grand Cayman

Directors of HCM/Z Special Opportunities LLC

 

Name and Position

 

Principal Occupation

 

Principal Business Address

 

 

Glenn R. Dubin
Director

 

Managing Member/Co-Founder of Highbridge Capital Management and Co-Chairman of Dubin & Swieca Capital Management

 

9 West 57th Street
27th Floor
New York, NY 10019

 

 

 

 

 

Hugh G. Thompson
Director

 

Senior Vice President of Maples Finance Limited

 

PO Box 1093GT
Queensgate House
South Church Street, George Town
Grand Cayman, Cayman Islands

SCHEDULE VI

This schedule sets forth information with respect to each purchase or sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares purchased by Barington Companies Equity Partners, L.P.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

11/16/2006

 

180,162

 

$

12.7235

 

$

2,292,291.21

 

11/16/2006

 

14,810

 

$

12.8164

 

$

189,810.88

 

Shares purchased by Barington Investments, L.P.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

11/16/2006

 

80,784

 

$

12.7235

 

$

1,027,855.22

 

11/16/2006

 

7,701

 

$

12.8164

 

$

98,699.10

 

Shares purchased by Barington Companies Offshore Fund, Ltd.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

11/16/2006

 

239,054

 

$

12.7235

 

$

3,041,603.57

 

11/16/2006

 

22,789

 

$

12.8164

 

$

292,072.94

 

Shares purchased by RJG Capital Partners, L.P.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

11/16/2006

 

600

 

$

12.6217

 

$

7,573.02

 

Shares purchased by D.B. Zwirn Special Opportunities Fund, Ltd.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

10/13/2006

 

52,989

 

$

14.1700

 

$

750,854.13

 

Shares sold by D.B. Zwirn Special Opportunities Fund (TE), L.P.

 

Date

 

Number of
Shares

 

Price Per Share

 

Cost(*)

 

 

 

 

 

10/13/2006

 

(52,989

)

$

14.1700

 

$

(750,854.13

)
 
(*) Excludes commissions and other execution-related costs.

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