-----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, OnGBGW1xSYDHrcxw0p53vxweka8iJonQJYBJ4UGYfovNSbP6lg407hazqMgFrnon Lcbu+xdgZIvj8CMyTIn44Q== 0000921895-08-001071.txt : 20080410 0000921895-08-001071.hdr.sgml : 20080410 20080410172834 ACCESSION NUMBER: 0000921895-08-001071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080410 DATE AS OF CHANGE: 20080410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULMAN A INC CENTRAL INDEX KEY: 0000087565 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340514850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17767 FILM NUMBER: 08750787 BUSINESS ADDRESS: STREET 1: 3550 W MARKET ST CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 3306663751 MAIL ADDRESS: STREET 1: 3550 W MARKET STREET CITY: AKRON STATE: OH ZIP: 44333 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da306297022_04082008.htm sc13da306297022_04082008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

A. Schulman, Inc.
(Name of Issuer)

Common Stock, par value $1.00  per share
(Title of Class of Securities)

808194104
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 8, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


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

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

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
256,992
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
256,992
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
256,992
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       RCG ENTERPRISE, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
256,992
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
256,992
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
256,992
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
626,659
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
626,659
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
626,659
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       STARBOARD VALUE & OPPORTUNITY FUND, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
736,984
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
736,984
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
736,984
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,620,635
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,635
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IA, OO

6

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,620,635
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,635
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IA, OO

7

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,620,635
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,635
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
OO

8

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
1,620,635
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
1,620,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IN

9

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
1,620,635
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
1,620,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IN

10

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
1,620,635
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
1,620,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IN

11

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    -0-
8
SHARED VOTING POWER
 
1,620,635
9
SOLE DISPOSITIVE POWER
 
    -0-
10
SHARED DISPOSITIVE POWER
 
1,620,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,635
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
IN

12

CUSIP NO. 808194104
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 2(a) is amended to add the following:

Ramius Capital Group, L.L.C. has changed its name to Ramius LLC (“Ramius”).
Item 2(b) is hereby amended and restated as follows:

The address of the principal office of each of Parche, Starboard Value, RCG Starboard Advisors, Ramius, C4S, Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.

The address of the principal office of Starboard is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies.  The officers and directors of Starboard and their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.

Item 3 is hereby amended and restated as follows:

The Shares purchased by Starboard, Starboard Value and Parche were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 1,620,635 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $32,982,735, excluding brokerage commissions.

Item 5 is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,096,969 Shares outstanding, which is the total number of Shares reported to be outstanding as of March 31, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on April 4, 2008.

A.
Parche
 
 
(a)
As of the date hereof, Parche beneficially owned 256,992 Shares.
 
Percentage: Less than 1% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 256,992
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 256,992
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Parche in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
 
13

CUSIP NO. 808194104
 
B.
Starboard
 
(a)  
As of the date hereof, Starboard beneficially owned 626,659 Shares.
 
Percentage: 2.3% as of the date hereof.
 
(b)  
1. Sole power to vote or direct vote: 626,659
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 626,659
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Starboard in the past 60 days are set forth in Schedule B and are incorporated by reference.
 
C.
Starboard Value
 
 
(a)
As of the date hereof, Starboard Value beneficially owned 736,984 Shares.
 
Percentage: 2.7% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 736,984
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 736,984
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Starboard Value has not entered into any transactions in the Shares during the past 60 days.
 
D.
RCG Enterprise
 
(a)  
RCG Enterprise, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed the beneficial owner of the 256,992 Shares owned by Parche.
 
Percentage: Less than 1% as of the date hereof.
 
(b)  
1. Sole power to vote or direct vote: 256,992
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 256,992
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
RCG Enterprise has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by Parche during the past 60 days are set forth in Schedule B and incorporated herein by reference.
 
 
 
14

CUSIP NO. 808194104
 
E.
RCG Starboard Advisors
 
 
(a)
RCG Starboard Advisors, as the managing member of each of Parche and Starboard Value and the investment manager of Starboard, may be deemed the beneficial owner of the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 5.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,620,635
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,635
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Parche and Starboard are set forth on Schedule B and incorporated herein by reference.
 
F.
Ramius
 
 
(a)
Ramius, as the sole member of RCG Starboard Advisors, may be deemed the beneficial owner of the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 5.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,620,635
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,635
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Parche and Starboard are set forth on Schedule B and incorporated herein by reference.
 
G.
C4S
 
 
(a)
C4S, as the managing member of Ramius, may be deemed the beneficial owner of the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 5.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 1,620,635
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,635
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
C4S has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Parche and Starboard are set forth on Schedule B and incorporated herein by reference.
 
 
15

CUSIP NO. 808194104
 
H.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owners of the (i) 626,659 Shares owned by Starboard, (ii) 256,992 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 5.9% as of the date hereof.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,620,635
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,620,635
 
 
(c)
None of Messrs. Cohen, Stark, Strauss and Solomon has entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of Parche and Starboard are set forth on Schedule B and incorporated herein by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
 
(e)
Not applicable.
 
 
16

CUSIP NO. 808194104
 
SIGNATURES

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

Dated:  April 10, 2008


PARCHE, LLC
 
STARBOARD VALUE &
OPPORTUNITY FUND, LLC
By: RCG Starboard Advisors, LLC,
       their managing member
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
       its investment manager
 
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
Name: Jeffrey M. Solomon
Title: Authorized Signatory


/s/ Jeffrey M. Solomon
   
JEFFREY M. SOLOMON
   
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   



17

 
SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd.
 
Name and Position
Principal Occupation
Principal Business Address
     
Mark Mitchell
Director
Partner of Ramius LLC
599 Lexington Avenue
20th 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 LLC
599 Lexington Avenue
20th 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
 
 
18

CUSIP NO. 808194104
 

 
SCHEDULE B

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
(Sold)
Price Per
Share($)
Date of
Sale

PARCHE, LLC

(2,672)
 
21.3478
04/07/2008
(13,120)
 
21.0076
04/08/2008
(5,776)
 
20.7133
04/09/2008
(8,928)
 
20.8155
04/10/2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

(14,028)
 
21.3478
04/07/2008
(68,880)
 
21.0076
04/08/2008
(30,324)
 
20.7133
04/09/2008
(46,872)
 
20.8155
04/10/2008



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