-----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, S/juWQNfQbJjceKrM7sWsBOJ1kf3zT8ktZwomWinXcvYQim9UMCQLmXSnfgQTsR4 CJf5b9v/t6XlcIYjKxC7dg== 0000921895-08-002150.txt : 20080807 0000921895-08-002150.hdr.sgml : 20080807 20080807171759 ACCESSION NUMBER: 0000921895-08-002150 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 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: 08999557 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 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: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da406297022_08052008.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da406297022_08052008.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. 4)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)

August 5, 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
 
205,064
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
205,064
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,064
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
 
205,064
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
205,064
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,064
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
 
354,033
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
354,033
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
354,033
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
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)
 
2.8%
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
 
1,296,081
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,296,081
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
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
 
1,296,081
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,296,081
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9 %
14
TYPE OF REPORTING PERSON
 
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
 
1,296,081
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,296,081
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
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
 
1,296,081
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
1,296,081
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9 %
14
TYPE OF REPORTING PERSON
 
IN

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
 
1,296,081
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
1,296,081
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

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
 
1,296,081
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
1,296,081
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

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
 
1,296,081
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
1,296,081
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,296,081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

12

CUSIP NO. 808194104
 
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

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 1,296,081 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $26,649,562, 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 26,450,624 Shares outstanding, which is the total number of Shares reported to be outstanding as of June 30, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on July 2, 2008.

A.
Parche
 
 
(a)
As of August 5, 2008, Parche beneficially owned 205,064 Shares.
 
Percentage: Less than 1% as of as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 205,064
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 205,064
 
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 A and are incorporated by reference.
 
B.
Starboard
 
 
(a)
As of August 5, 2008, Starboard beneficially owned 354,033 Shares.
 
Percentage: 1.3% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 354,033
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 354,033
 
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 A and are incorporated by reference.
 
13

CUSIP NO. 808194104
 
C.
Starboard Value
 
 
(a)
As of August 5, 2008, Starboard Value beneficially owned 736,984 Shares.
 
Percentage: 2.8% as of August 5, 2008.
 
 
(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 205,064 Shares owned by Parche.
 
Percentage: Less than 1% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 205,064
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 205,064
 
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 A and incorporated herein by reference.
 
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) 354,033 Shares owned by Starboard, (ii) 205,064 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 4.9% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 1,296,081
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,296,081
 
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 A and incorporated herein by reference.
 
14

CUSIP NO. 808194104
 
F.
Ramius
 
 
(a)
Ramius, as the sole member of RCG Starboard Advisors, may be deemed the beneficial owner of the (i) 354,033 Shares owned by Starboard, (ii) 205,064 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 4.9% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 1,296,081
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,296,081
 
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 A and incorporated herein by reference.
 
G.
C4S
 
 
(a)
C4S, as the managing member of Ramius, may be deemed the beneficial owner of the (i) 354,033 Shares owned by Starboard, (ii) 205,064 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 4.9% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 1,296,081
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,296,081
 
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 A and incorporated herein by reference.
 
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) 354,033 Shares owned by Starboard, (ii) 205,064 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 4.9% as of August 5, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,296,081
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,296,081
 
 
(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 A and incorporated herein by reference.
 
15

CUSIP NO. 808194104
 
 
(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)
Effective August 5, 2008, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
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:  August 7, 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

CUSIP NO. 808194104

SCHEDULE A

Transactions in the Shares During the Past 60 Days

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

PARCHE, LLC

2,816
 
22.3427
06/12/2008
800
 
22.8468
06/13/2008
2,288
 
22.8284
06/13/2008
4,434
 
23.3072
06/16/2008
2,439
 
23.3075
06/17/2008
1,811
 
23.2842
06/18/2008
5,360
 
23.1335
06/19/2008
5,309
 
22.8812
06/20/2008
3,930
 
23.0424
06/23/2008
2,917
 
22.9111
06/24/2008
(3,356)
 
24.3252
06/25/2008
(96)
 
24.5400
06/25/2008
(1,592)
 
24.5490
06/25/2008
(4,000)
 
23.9936
06/26/2008
(4,000)
 
23.4096
06/27/2008
(671)
 
23.3371
07/01/2008
(1,456)
 
21.8360
07/02/2008
(4,000)
 
22.7770
07/03/2008
(5,771)
 
22.8563
07/07/2008
(7,161)
 
22.5844
07/08/2008
(2,320)
 
23.3801
07/23/2008
(2,480)
 
23.1011
07/24/2008
(5,209)
 
22.4581
08/05/2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

14,784
 
22.3427
06/12/2008
4,200
 
22.8468
06/13/2008
12,012
 
22.8284
06/13/2008
23,277
 
23.3072
06/16/2008
12,802
 
23.3075
06/17/2008
9,505
 
23.2842
06/18/2008
28,141
 
23.1335
06/19/2008
27,873
 
22.8812
06/20/2008
20,635
 
23.0424
06/23/2008
15,317
 
22.9111
06/24/2008
 
 
18

CUSIP NO. 808194104
 
(17,622)
 
24.3252
06/25/2008
(504)
 
24.5400
06/25/2008
(8,355)
 
24.5490
06/25/2008
(21,000)
 
23.9936
06/26/2008
(21,000)
 
23.4096
06/27/2008
(3,524)
 
23.3371
07/01/2008
(7,644)
 
21.8360
07/02/2008
(21,000)
 
22.7770
07/03/2008
(30,300)
 
22.8563
07/07/2008
(37,598)
 
22.5844
07/08/2008
(12,180)
 
23.3801
07/23/2008
(13,020)
 
23.1011
07/24/2008
(27,345)
 
22.4581
08/05/2008


19

 
-----END PRIVACY-ENHANCED MESSAGE-----