-----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, QTSLubwD1yNjH9QwfB/gEx/mIYVIlCzSnTgPJfO3eFTBQpy7VYYcfcvJmyK4EWRs q1d1sDqvNuDw5HqqyOrLLQ== 0000921895-10-001572.txt : 20101027 0000921895-10-001572.hdr.sgml : 20101027 20101026210633 ACCESSION NUMBER: 0000921895-10-001572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101027 DATE AS OF CHANGE: 20101026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANALOGIC CORP CENTRAL INDEX KEY: 0000006284 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042454372 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18933 FILM NUMBER: 101143355 BUSINESS ADDRESS: STREET 1: 8 CENTENNIAL DRIVE CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9789773000 MAIL ADDRESS: STREET 1: 8 CENTENNIAL DRIVE CITY: PEABODY STATE: MA ZIP: 01960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da106297075_10262010.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da106297075_10262010.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. 1)1

Analogic Corporation
(Name of Issuer)

Common Stock, $.05 Par Value
(Title of Class of Securities)

032657207
(CUSIP Number)
 
MARK MITCHELL
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7988

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)

October 25, 2010
(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. 032657207
 
1
NAME OF REPORTING PERSON
 
RAMIUS 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
 
298,780
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
298,780
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
298,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION 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
 
88,290
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
88,290
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
88,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RCG PB, 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
 
233,310
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
233,310
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
233,310
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE 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
 
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
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
88,290
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
88,290
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
88,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RAMIUS 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
 
321,600
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
321,600
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
321,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY 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
 
298,780
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
298,780
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
298,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 032657207
 
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
 
620,380
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
620,380
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
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
 
620,380
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
620,380
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
CO

 
9

 
CUSIP NO. 032657207
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS 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
 
620,380
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
620,380
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
OO

 
10

 
CUSIP NO. 032657207
 
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
 
620,380
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
620,380
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 032657207
 
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
 
620,380
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
620,380
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 032657207
 
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
 
620,380
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
620,380
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 032657207
 
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
 
620,380
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
620,380
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 032657207
 
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
 
620,380
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
620,380
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
620,380
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 032657207
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.

Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), which serves as the sole shareholder of Navigation Master Fund;
 
 
(v)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund, Navigation Master Fund and RCG PB;
 
 
(vi)
Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
 
 
(vii)
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;
 
 
(viii)
Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;
 
 
(ix)
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), which is a significant shareholder of Cowen;
 
 
(x)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;
 
 
(xi)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(xii)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(xiii)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xiv)
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
 
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
 
16

 
CUSIP NO. 032657207
 
(b)           The address of the principal office of each of Ramius Advisors, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund, RCG PB and Cowen and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund, RCG PB, and Navigation Master Fund is serving as a private investment fund.  Value and Opportunity Master Fund 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 PB and Navigation Master Fund has been formed for the purpose of making equity and debt investments.  Enterprise Master Fund is the sole shareholder of Navigation Master Fund.  The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund, Enterprise Master Fund and RCG PB.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of Ramius.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
 
(d)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been 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)           Messrs. Cohen, Stark, Strauss, and Solomon are citizens of the United States of America.

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

Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Value and Opportunity Master Fund, RCG PB and Navigation Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 620,380 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, RCG PB and Navigation Master Fund is approximately $23,250,700, excluding brokerage commissions.
 
 
17

 
CUSIP NO. 032657207
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 12,882,910 Shares outstanding as of September 15, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 23, 2010.

A.
Value and Opportunity Master Fund
 
 
(a)
As of close of the close of business on October 26, 2010, Value and Opportunity Master Fund beneficially owned 298,780 Shares.
 
Percentage: Approximately 2.3%.
 
 
(b)
1. Sole power to vote or direct vote: 298,780
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 298,780
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Navigation Master Fund
 
 
(a)
As of the close of business on October 26, 2010, Navigation Master Fund beneficially owned 88,290 Shares.
 
Percentage: Less than 1%.
 
 
(b)
1. Sole power to vote or direct vote: 88,290
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 88,290
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Enterprise Master Fund
 
 
(a)
Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 88,290 Shares owned by Navigation Master Fund.
 
Percentage: Less than 1%.
 
 
(b)
1. Sole power to vote or direct vote: 88,290
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 88,290
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Enterprise Master Fund 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 Navigation Master Fund are set forth in Schedule A and are incorporated herein by reference.
 
 
18

 
CUSIP NO. 032657207
 
D.
RCG PB
 
 
(a)
As of the close of business on October 26, 2010, RCG PB directly owned 233,310 Shares.
 
Percentage: Approximately 1.8%.
 
 
(b)
1. Sole power to vote or direct vote: 233,310
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 233,310
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Ramius Advisors
 
 
(a)
Ramius Advisors, as the investment advisor of each of Navigation Master Fund and RCG PB may be deemed the beneficial owner of the (i) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 2.5%.
 
 
(b)
1. Sole power to vote or direct vote: 321,600
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 321,600
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ramius 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 Navigation Master Fund and RCG PB are set forth in Schedule A and are incorporated herein by reference.
 
F.
Value and Opportunity Advisors
 
 
(a)
Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 298,780 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 2.3%.
 
 
(b)
1. Sole power to vote or direct vote: 298,780
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 298,780
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Value and Opportunity 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 Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
 
19

 
CUSIP NO. 032657207
 
G.
Ramius
 
 
(a)
Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 298,780 Shares owned by Value and Opportunity Master Fund, (ii) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 4.8%.
 
 
(b)
1. Sole power to vote or direct vote: 620,380
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 620,380
 
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 Value and Opportunity Master Fund, Navigation Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
H.
Cowen
 
 
(a)
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 298,780 Shares owned by Value and Opportunity Master Fund, (ii) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 4.8%.
 
 
(b)
1. Sole power to vote or direct vote: 620,380
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 620,380
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Cowen 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 Value and Opportunity Master Fund, Navigation Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
I.
RCG Holdings
 
 
(a)
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 298,780 Shares owned by Value and Opportunity Master Fund, (ii) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 4.8%.
 
 
(b)
1. Sole power to vote or direct vote: 620,380
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 620,380
 
4. Shared power to dispose or direct the disposition: 0
 
 
20

 
CUSIP NO. 032657207
 
 
(c)
RCG Holdings 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 Value and Opportunity Master Fund, Navigation Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
J.
C4S
 
 
(a)
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 298,780 Shares owned by Value and Opportunity Master Fund, (ii) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 4.8%.
 
 
(b)
1. Sole power to vote or direct vote: 620,380
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 620,380
 
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 Value and Opportunity Master Fund, Navigation Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.
 
K.
Messrs. Cohen, Stark, Strauss and Solomon
 
 
(a)
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 298,780 Shares owned by Value and Opportunity Master Fund, (ii) 88,290 Shares owned by Navigation Master Fund and (iii) 233,310 Shares owned by RCG PB.
 
Percentage: Approximately 4.8%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 620,380
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 620,380

 
(c)
None of Messrs. Cohen, Stark, Strauss or 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 Value and Opportunity Master Fund, Navigation Master Fund and RCG PB are set forth on Schedule A 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, the Shares.
 
 
(e)
As of October 26, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
 
 
21

 
CUSIP NO. 032657207
 
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:  October 26, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
       its investment manager
 
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RCG PB, LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
       its sole member
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: Cowen Group, Inc.,
       its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
       its managing member
 
C4S & CO., L.L.C.
 
 
By:
/s/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory

 

/s/ Owen S. Littman
Owen S. Littman
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
22

 
CUSIP NO. 032657207
 
SCHEDULE A
 
Transactions in the Shares During the Past 60 Days

Shares of Common Stock
(Sold)
Price Per
Share($)
Date of
Sale
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
(626)
 
45.9354
10/22/2010
(3,805)
 
45.7255
10/22/2010
(385)
 
46.1256
10/25/2010
(4,874)
 
46.0776
10/25/2010
(9,471)
 
45.5694
10/26/2010
(7,327)
 
45.6457
10/26/2010
 
RCG PB, LTD
 
(489)
 
45.9354
10/22/2010
(2,971)
 
45.7255
10/22/2010
(301)
 
46.1256
10/25/2010
(3,806)
 
46.0776
10/25/2010
(7,396)
 
45.5694
10/26/2010
(5,722)
 
45.6457
10/26/2010
 
RAMIUS NAVIGATION MASTER FUND LTD

(185)
 
45.9354
10/22/2010
(1,124)
 
45.7255
10/22/2010
(114)
 
46.1256
10/25/2010
(1,440)
 
46.0776
10/25/2010
(2,799)
 
45.5694
10/26/2010
(2,165)
 
45.6457
10/26/2010
 
 
 

 
CUSIP NO. 032657207
 
SCHEDULE B
 
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Owen S. Littman
Director
 
General Counsel of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Mark R. Mitchell
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
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 Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
Cayman Islands

 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chairman of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Owen S. Littman
Director
 
General Counsel of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
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 Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
Cayman Islands
 
 
 

 
CUSIP NO. 032657207
 
Directors and Officers of Ramius Navigation Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Jeffrey C. Smith
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States

 
Directors and Officers of RCG PB, Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chief Executive Officer and President of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Owen S. Littman
Director
 
General Counsel of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
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 Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
Cayman Islands
 
 
Directors and Officers of Cowen Group, Inc.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
 
Chief Executive Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
 
 
 

 
CUSIP NO. 032657207
 
Steven Kotler
Director
 
Vice Chairman of Gilbert Global Equity Partners
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jules B. Kroll
Director
 
President of JEMKroll Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
David M. Malcolm
Director
 
Chairman of Cowen and Company, LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jerome S. Markowitz
Director
 
Senior Partner at Conifer Securities LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jack H. Nusbaum
Director
 
Chairman of Willkie Farr & Gallagher LLP
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Edoardo Spezzotti
Director
 
Senior Executive Vice President of Unicredit Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
Italy
             
John E. Toffolon, Jr.
Lead Director
 
Director, Westway Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Christopher A. White
Chief of Staff
 
Chief of Staff of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Joseph R. Wright
Director
 
Senior Advisor to The Chart Group, L.P. and Director of Scientific Games Corporation
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Morgan B. Stark
Member of Executive and Operating Committees
 
Chairman of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
 
 
 

 
CUSIP NO. 032657207
 
Thomas W. Strauss
Member of Executive and Operating Committees
 
President of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Stephen A. Lasota
Chief Financial Officer
 
Chief Financial Officer of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jeffrey M. Solomon
Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee and member of the Operating Committee
 
Chief Operating Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
 
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