-----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, CqGwyiMBMmx1h3sQg0bWFfOP5AFvB8DZlvZm9xB/IYWk3oGYadvfTcBbuhnrn3zC IG8WvYU+N52/EEht678Zvw== 0000921895-08-000166.txt : 20080116 0000921895-08-000166.hdr.sgml : 20080116 20080116142353 ACCESSION NUMBER: 0000921895-08-000166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080116 DATE AS OF CHANGE: 20080116 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: 08533165 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 sc13da206297022_01162008.htm 13D AMENDMENT NO. 2 sc13da206297022_01162008.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.  2)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)

January 16, 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) x
  (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
 
327,738
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
327,738
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
327,738
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
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) x
  (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
 
327,738
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
327,738
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
327,738
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
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) x
  (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
 
998,073
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
998,073
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
998,073
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6%
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) x
  (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)
 
2.6%
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) x
  (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
 
2,062,795
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,062,795
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
TYPE OF REPORTING PERSON
 
IA, OO

6

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       RAMIUS CAPITAL GROUP, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
2,062,795
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,062,795
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
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) x
  (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
 
2,062,795
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,062,795
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
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) x
  (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
 
2,062,795
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,062,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
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) x
  (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
 
2,062,795
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,062,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
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) x
  (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
 
2,062,795
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,062,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
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) x
  (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
 
2,062,795
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,062,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,795
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                       7.4%
14
TYPE OF REPORTING PERSON
 
                       IN

12

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       MICHAEL CAPORALE, JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
-0-**
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    -0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%**
14
TYPE OF REPORTING PERSON
 
IN
 
**SEE ITEM 5
 
13

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                      LEE MEYER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
-0-**
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    -0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%**
14
TYPE OF REPORTING PERSON
 
IN
 
 **SEE ITEM 5
14

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
-0-**
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    -0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%**
14
TYPE OF REPORTING PERSON
 
IN
 
**SEE ITEM 5
15

CUSIP NO. 808194104
 
1
NAME OF REPORTING PERSON
 
                       YEVGENY V. RUZHITSKY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
-0-**
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       -0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%**
14
TYPE OF REPORTING PERSON
 
IN
 
**SEE ITEM 5
16

CUSIP NO. 808194104

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

At the Annual Meeting of Stockholders held by the Issuer on January 10, 2008, Starboard Value and Opportunity Master Fund Ltd.’s director nominees, Michael Caporale, Jr. and Lee Meyer, were elected to the Board of Directors of the Issuer.  The election results were certified on January 16, 2008.  Accordingly, Messrs. Caporale, Jr. and Meyer are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 2 to the Schedule 13D.  Messrs. Mitchell and Ruzhitsky also are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

Item 5 is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,953,541 Shares outstanding, which is the total number of Shares reported to be outstanding as of December 31, 2007 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on January 9, 2008.

A.
Parche
 
 
(a)
As of the close of business on January 15, 2008, Parche beneficially owned 327,738 Shares.
 
Percentage: 1.2% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 327,738
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 327,738
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Parche has not entered into any transactions in the Shares during the past 60 days.
 
B.
Starboard
 
 
(a)
As of the close of business on January 15, 2008, Starboard beneficially owned 998,073 Shares.
 
Percentage: 3.6% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 998,073
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 998,073
 
4. Shared power to dispose or direct the disposition: 0
 

17

CUSIP NO. 808194104

 
(c)
Starboard has not entered into any transactions in the Shares during the past 60 days.
 
C.
Starboard Value
 
 
(a)
As of the close of business on January 15, 2008, Starboard Value beneficially owned 736,984 Shares.
 
Percentage: 2.6% as of the close of business on January 15, 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 327,738 Shares owned by Parche.
 
Percentage: 1.2% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 327,738
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 327,738
 
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.
 
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) 998,073 Shares owned by Starboard, (ii) 327,738 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 7.4% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 2,062,795
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,062,795
 
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.
 

18

CUSIP NO. 808194104
 
F.
Ramius Capital
 
 
(a)
Ramius Capital, as the sole member of RCG Starboard Advisors, may be deemed the beneficial owner of the (i) 998,073 Shares owned by Starboard, (ii) 327,738 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 7.4% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 2,062,795
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,062,795
 
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius Capital has not entered into any transactions in the Shares during the past 60 days.
 
G.
C4S
 
 
(a)
C4S, as the managing member of Ramius Capital, may be deemed the beneficial owner of the (i) 998,073 Shares owned by Starboard, (ii) 327,738 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 7.4% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 2,062,795
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,062,795
 
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.
 
 
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) 998,073 Shares owned by Starboard, (ii) 327,738 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.
 
Percentage: 7.4% as of the close of business on January 15, 2008.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,062,795
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,062,795
 
 
(c)
None of Messrs. Cohen, Stark, Strauss and Solomon has entered into any transactions in the Shares during the past 60 days.
 

19

CUSIP NO. 808194104
 
 
I.
None of Messrs. Caporale, Jr., Meyer, Mitchell and Ruzhitsky directly owns any Shares nor have they entered into any transactions in the Shares during the past 60 days.  Each of Messrs. Caporale, Jr., Meyer, Mitchell and Ruzhitsky, as a member of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, may be deemed to be a beneficial owner of the (i) 998,073 Shares owned by Starboard, (ii) 327,738 Shares owned by Parche and (iii) 736,984 Shares owned by Starboard Value.  Each of Messrs. Caporale, Jr., Meyer Mitchell or Ruzhitsky disclaims beneficial ownership of such Shares, except to the extent of their pecuniary interest therein.
 
 
(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.
 

Item 6 is hereby amended to add the following:

The Reporting Persons have terminated the Joint Filing and Solicitation Agreement, as amended, dated October 22, 2007.

On January 16, 2008, Starboard Value and Opportunity Master Fund Ltd., Starboard Value & Opportunity Fund, LLC, Parche, LLC, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon (collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons who will remain Reporting Persons subsequent to the filing of this Amendment No. 2 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

 
Exhibit 99.1
Joint Filing Agreement, dated January 16, 2008, by and among Starboard Value and Opportunity Master Fund Ltd., Starboard Value & Opportunity Fund, LLC, Parche, LLC, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon.

20

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:  January 16, 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 Capital Group, L.L.C.,
its sole member
 
RCG ENTERPRISE, LTD
By: Ramius Capital Group, L.L.C.,
its investment manager
 
RAMIUS CAPITAL GROUP, L.L.C.
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
 
/s/ Mark R. Mitchell
JEFFREY M. SOLOMON
 
MARK R. MITCHELL
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Michael Caporale, Jr. and Lee Meyer
   


/s/ Yevgeny V. Ruzhitsky
YEVGENY V. RUZHITSKY
 





21

CUSIP NO. 808194104

EXHIBIT INDEX

Exhibit                      
 
Exhibit Number
Joint Filing Agreement, dated January 16, 2008, by and among Starboard Value and Opportunity Master Fund Ltd., Starboard Value & Opportunity Fund, LLC, Parche, LLC, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon.
99.1

 

22
EX-99.1 2 ex99tosc13da206297022_011608.htm JOINT FILING AGREEMENT ex99tosc13da206297022_011608.htm
 
Exhibit 99.1
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on October 22, 2007 (including additional amendments thereto) with respect to the Common Stock of A. Schulman, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 16, 2008
 
PARCHE, LLC

 
STARBOARD VALUE AND OPPORTUNITY FUND, LLC
 
By:
RCG Starboard Advisors, LLC,
their managing member

 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
 
By:
RCG Starboard Advisors, LLC,
their managing member

 
RCG STARBOARD ADVISORS, LLC
 
By:
Ramius Capital Group, L.L.C.,
its sole member

 
RCG ENTERPRISE, LTD
 
By:
Ramius Capital Group, L.L.C.,
its investment manager

 
RAMIUS CAPITAL GROUP, L.L.C.
 
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

 

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