-----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, MQxWDY9J2bub6htU6nBkF94qCJzizP5N/HLUD5B6zbYdtI9WtVhwd3hAe4C+Ns21 uglE/IWYTzKZHCLQeKQVyQ== 0000922423-05-001638.txt : 20051011 0000922423-05-001638.hdr.sgml : 20051010 20051011172501 ACCESSION NUMBER: 0000922423-05-001638 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 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: 051133470 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: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 kl01020_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 7) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) A. Schulman, Inc. ----------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 808194104 --------- (CUSIP Number) Mr. James A. Mitarotonda c/o Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, NY 10019 (212) 974-5700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 7, 2005 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. This Amendment No. 7 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 6, 2005, as amended by that certain Amendment No. 1 filed on July 1, 2005, that certain Amendment No. 2 filed on August 3, 2005, that certain Amendment No. 3 filed on August 25, 2005, that certain Amendment No. 4 filed on September 8, 2005, that certain Amendment No. 5 filed on September 13, 2005 and that certain Amendment No. 6 filed on September 28, 2005 (together, the "Statement") by and on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others with respect to the common stock, par value $1.00 per share (the "Common Stock"), of A. Schulman, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 3550 West Market Street, Akron, Ohio 44333. Item 4. Purpose of Transaction. ---------------------- The information contained in Item 4 of the Statement is hereby amended and supplemented as follows: On October 10, 2005, Barington Companies Equity Partners, L.P. ("Barington") delivered to the Secretary of the Company a letter dated October 7, 2005 (the "Nomination Letter") notifying the Company of Barington's intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2005 Annual Meeting of Stockholders of the Company. A copy of the Nomination Letter is attached as Exhibit 99.8 hereto and incorporated herein by reference. On October 11, 2005, Barington Capital Group, L.P., an affiliate of Barington, issued a press release announcing Barington's intention to nominate three (3) persons for election to the Board of Directors of the Company at the 2005 Annual Meeting of Stockholders of the Company. A copy of the press release is attached as Exhibit 99.9 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit No. Exhibit Description 99.8 Letter, dated October 7, 2005, from Barington to the Secretary of the Company. 99.9 Press Release issued by Barington Capital Group, L.P., dated October 11, 2005 SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: October 11, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ---------------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: President BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon ---------------------------------------- Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss MILLENCO, L.P. By: Millennium Management, L.L.C., its general partner By: /s/ David Nolan ------------------------------------ Name: David Nolan Title: Executive Vice President MILLENNIUM MANAGEMENT, L.L.C. By: /s/ David Nolan ------------------------------------ Name: David Nolan Title: Executive Vice President /s/ Israel A. Englander by Simon M. Lorne pursuant to Power of Attorney previously filed with the SEC ---------------------------------------- Israel A. Englander RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross ------------------------------------ Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross ------------------------------------ Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross ---------------------------------------- Ronald J. Gross D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner BY: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P. By: D.B. ZWIRN PARTNERS, LLC, its general partner BY: ZWIRN HOLDINGS, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member HCM/Z SPECIAL OPPORTUNITIES LLC By: D.B. Zwirn & Co., L.P., its manager By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member D.B. ZWIRN & CO., L.P. By: DBZ GP, LLC, its general partner By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member DBZ GP, LLC By: Zwirn Holdings, LLC, its managing member By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member ZWIRN HOLDINGS, LLC By: /s/ Daniel B. Zwirn ------------------------------------ Name: Daniel B. Zwirn Title: Managing Member /s/ Daniel B. Zwirn ---------------------------------------- Daniel B. Zwirn /s/ Phillip D. Ashkettle ---------------------------------------- Phillip D. Ashkettle EX-99 2 kl01020_ex99-8.txt EXHIBIT 99.8 NOTICE EXHIBIT 99.8 Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, New York 10019 October 7, 2005 Gary J. Elek Secretary A. Schulman, Inc. 3550 West Market Street Akron, Ohio 44333 Re: Notice to the Secretary of Intention to Nominate Persons for Election as Directors at the 2005 Annual Meeting of Stockholders of A. Schulman, Inc. -------------------- Dear Mr. Elek: Barington Companies Equity Partners, L.P., a Delaware limited partnership ("Barington"), pursuant to Section 3 of Article III of the By-Laws (the "Bylaws") of A. Schulman, Inc., a Delaware corporation (the "Company"), hereby notifies you that it intends to nominate three (3) persons for election to the Board of Directors of the Company (the "Board") at the 2005 Annual Meeting of Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter, including the exhibits, schedules and annexes attached hereto, is collectively referred to as the "Notice." The persons Barington intends to nominate for election to the Board at the Annual Meeting are Phillip D. Ashkettle, Thomas C. Bohrer and James A. Mitarotonda (each a "Nominee" and collectively, the "Nominees"). Barington believes that the Board is currently composed of ten (10) members, with three Class I directors scheduled for election at the Annual Meeting. To the extent that the Company might purport to increase the size of the Board and/or the number of Class I directors, Barington reserves the right to nominate additional nominees for election to the Board at the Annual Meeting. Any additional nominations made pursuant to the preceding sentence would be without prejudice to the issue of whether such attempt by the Company to increase the size of the Board and/or the number of Class I directors was valid under the circumstances. Pursuant to Section 3 of Article III of the Bylaws, the undersigned hereby sets forth the following: (a) The stockholder giving this Notice and intending to make the nominations set forth herein is Barington Companies Equity Partners, L.P. (b) The name and address of Barington, as we believe they appear on the Company's books, are Barington Companies Equity Partners, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. (c) Barington is the beneficial owner of 495,893 shares of common stock, $1.00 par value per share (the "Common Stock"), of the Company, 1,000 shares of which are held of record. For certain information regarding transactions in securities of the Company by Barington during the past two years, see Schedule A attached hereto. (d) We hereby represent that Barington is a holder of record of Common Stock entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees specified herein. (e) Barington has jointly filed a Schedule 13D with respect to the Common Stock with certain other entities pursuant to a joint filing agreement. Reference is made to such Schedule 13D initially filed on June 6, 2005, as it has been and may be amended from time to time (the "Schedule 13D"), as filed and to be filed with the Securities and Exchange Commission (the "SEC"), for information regarding other entities that are or may be deemed to be members in a group described therein. Certain information concerning Barington and such entities is also set forth in Schedules B-1 and B-2 hereto (without, in either case, conceding that any such information is required to be disclosed in this Notice). (f) Barington or one or more of its affiliates expects to receive from Starboard Value & Opportunity Fund, LLC and Parche, LLC a fee with respect to certain profits those entities may derive from their investment in the Common Stock of the Company. An agreement between the parties with respect to the foregoing has not yet been formalized. (g) Barington Companies Advisors, LLC, an affiliate of Barington, is party to an account management agreement with Millennium Operations, LLC (the "Management Agreement"). Pursuant to the Management Agreement, Barington Companies Advisors, LLC manages an investment account on behalf of Millenco, L.P., that holds 360,921 shares of Common Stock of the Company. Such shares may also be deemed to be beneficially owned by certain affiliates of Barington, as described in the Schedule 13D, which is incorporated herein by reference. (h) Barington Capital Advisors, LLC or one or more of its affiliates expect to receive from D.B. Zwirn Special Opportunities Fund, L.P. and/or its affiliates a fee with respect to certain profits D.B. Zwirn Special Opportunities Fund, L.P. and/or its affiliates may derive from their investment in the Common Stock of the Company. An agreement between the parties with respect to the foregoing has not yet been formalized. (i) Each of Phillip D. Ashkettle and Thomas C. Bohrer is being paid $5,000 by Barington in recognition of the costs, expenses and other demands associated with being named on the slate of nominees for election to the Board of Directors of the Company at the Annual Meeting. There is no written agreement between the parties with respect to the foregoing. Barington also expects to enter into agreements with Mr. Ashkettle and Mr. Bohrer pursuant to which, among other things, they will be indemnified against certain potential liabilities that might arise in connection with their being named as director nominees and related matters. 2 (j) An affiliate of Barington pays a monthly consulting fee to RJG Capital Management, LLC for certain consulting services it provides to Barington. The arrangement with respect to the foregoing is pursuant to a verbal agreement between the parties. (k) Information regarding each Nominee required to be disclosed pursuant to Section 3 of Article III of the Bylaws is set forth in Exhibits A through C attached hereto. (l) Each Nominee's written consent to his nomination, to being named in any Barington proxy statement as a nominee and to serving as a director of the Company if elected is included as Annex A hereto. In addition to the foregoing, certain information regarding the qualifications of each Nominee responsive to the criteria and attributes said to be considerations for the Company's Nominating and Corporate Governance Committee as described in the Company's 2004 definitive proxy statement is set forth in Exhibits A through C attached hereto (without conceding that any such information is required to be disclosed in this Notice). Certain further information is set forth in Schedule C hereto (without conceding that any such information is required to be disclosed in this Notice). Barington expects that, if elected, each Nominee is prepared to serve the interests of all of the stockholders of the Company and to make himself available to the Board in the fulfillment of his duties as a director. Except as set forth in this Notice, including the Exhibits hereto, as of the date hereof (i) no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years; (ii) no Nominee owns any securities of the Company (or any parent or subsidiary of the Company), directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years, and no associate of any Nominee beneficially owns, directly or indirectly, any securities of the Company; (iii) no Nominee is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies; (iv) there is no transaction, or series of similar transactions, since September 1, 2004, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any Nominee or any associate of any Nominee, or any member of the immediate family of any Nominee or of any associate of any Nominee, had, or will have, a direct or indirect material interest; (v) no Nominee or associate of any Nominee has any arrangement or understanding with any person with respect to (a) any future employment with the Company or its affiliates (except in the capacity as a director) or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (vi) no Nominee has any substantial interest, direct or indirect, in the matters to be acted on at the Annual Meeting, except his interest in being nominated and elected as a director. We expect that each Nominee will furnish such other information with respect to such Nominee as the Company may reasonably require to determine the eligibility of such Nominee to serve as a director of the Company (without conceding the validity of any such requirement or request for additional information). We trust that this Notice complies in all respects with the Bylaws and applicable law. If the Company believes this Notice is incomplete or otherwise deficient in any respect, please notify us in writing immediately of such alleged deficiencies. We reserve the right, following 3 receipt of any such notice, to either challenge, or attempt to cure, any alleged deficiencies. We also reserve the right to give further notice of additional business or nominations to be conducted or made at the Annual Meeting or other meeting of the Company's stockholders, to revise the nominations described herein, or not to present any one or more nominations described herein. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, then in addition to any other rights or remedies Barington may have, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Barington. We trust that the Board will recognize the interests of all stockholders in the timely scheduling of the Annual Meeting and hold the Annual Meeting as promptly as possible and, in any event, no later than the anniversary of the Company's 2004 Annual Meeting, and will not impose on the Company and its stockholders the expense and other consequences of an attempt to delay the Annual Meeting or the need for action by a court to compel an annual meeting in accordance with Delaware law. Please address any correspondence or questions to Barington Companies Equity Partners, L.P., Attention: James A. Mitarotonda, telephone (212) 974-5700, facsimile (212) 586-7684 (with a copy to our counsel, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention: Peter G. Smith, Esq., telephone 212-715-9401, facsimile 212-715-8000). The giving of this Notice is not an admission that the procedures for Notice contained in the Bylaws are legal, valid or binding, and Barington reserves the right to challenge any such procedures or their application in whole or in part. [Remainder of page intentionally left blank] 4 Very truly yours, BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------- James A. Mitarotonda Managing Member cc: A. Schulman, Inc. c/o The Corporation Trust Company 100 West Tenth Street Wilmington, Delaware 19801 Attention: Secretary Terry L. Haines President and Chief Executive Officer A. Schulman, Inc. Peter Smith, Esq. Kramer Levin Naftalis & Frankel LLP 5 (Exhibits, Annexes and Schedules Intentionally Omitted) 6 EX-99 3 kl01020_ex99-9.txt EXHIBIT 99.9 PRESS RELEASE Exhibit 99.9 FOR IMMEDIATE RELEASE MEDIA CONTACT: October 11, 2005 Andrew Merrill Edelman (212) 704-4559 BARINGTON CAPITAL GROUP ANNOUNCES PROXY CONTEST FOR A. SCHULMAN, INC. New York, NY, October 11, 2005 - Barington Capital Group, L.P. announced today that one of its affiliates has notified A. Schulman, Inc. (Nasdaq: SHLM) (the "Company") of its intention to nominate three persons for election to the Board of Directors of the Company at the Company's 2005 Annual Meeting of Stockholders. The Annual Meeting is scheduled to be held on December 8, 2005, with a record date of October 19, 2005. Barington has been deeply concerned by the apparent failure of the directors of the Company, seven of whom have been in office since 1995, to maximize shareholder value for the stockholders of A. Schulman, Inc. Over the past 10 years (from the end of the Company's 1995 fiscal year through October 7, 2005), the price of the Company's stock has fallen by approximately 37% while the S&P 500 Index has increased by more than 112%. Barington also has been disappointed by the failure of the Board to engage a financial advisor to explore all possible strategic alternatives to maximize shareholder value, including the sale of the Company, as Barington has recommended on a number of occasions. If elected, Barington's slate of highly qualified individuals intends to work constructively with the other members of the Board to improve the Company's operations and share price performance. The Barington nominees are: Phillip D. Ashkettle - Mr. Ashkettle has over 30 years experience in the chemicals and plastics industries, including serving as Chairman, President and Chief Executive Officer of M.A. Hanna Company, President and Chief Executive Officer of Reichhold Chemicals, Inc. and in a number of senior management positions at Ashland Chemical, Inc. Mr. Ashkettle currently serves as a business advisor to venture capital firms interested in investigating acquisition opportunities in the chemicals, plastics and materials sectors. Thomas C. Bohrer - Mr. Bohrer has over 35 years experience in the chemicals and plastics industries, including serving as the President, Chief Operating Officer and a Director of International Specialty Products Inc., as Group President, Advanced Materials, for Hoechst Celanese Corporation and as the divisional Chairman in charge of worldwide technical polymers for Hoechst AG. In addition, Mr. Bohrer has served as Chairman of the Board of Directors of Shell Polypropylene Company and as a member of the Board of Directors of Polyplastics Company, Ltd., Poly Hi Solidur, Inc. and Captive Plastics, Inc. Mr. Bohrer is currently the President of Tom Bohrer Consulting, a provider 1 of technical and management consulting services to the plastics, specialty chemicals, fibers and biotechnology industries. James A. Mitarotonda - Mr. Mitarotonda is the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P., an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value. Barington represents a group of investors that own 2,695,001 shares of A. Schulman, Inc., or approximately 8.8% of the Company's outstanding common stock. * * * * * Barington Companies Equity Partners, L.P. intends to make a preliminary filing with the Securities and Exchange Commission (the "SEC") of a proxy statement and an accompanying WHITE proxy card to be used to solicit votes for the election of its nominees at the 2005 Annual Meeting of Stockholders of A. Schulman, Inc., a Delaware corporation. BARINGTON COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON'S PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR PROXY@MACKENZIEPARTNERS.COM. INFORMATION REGARDING CERTAIN PARTIES WHO ARE ANTICIPATED TO BE, OR MAY BE DEEMED TO BE, PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 13D FILED BY BARINGTON COMPANIES EQUITY PARTNERS, L.P. AND OTHERS WITH THE SEC ON JUNE 6, 2005, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://SEC.GOV. 2 -----END PRIVACY-ENHANCED MESSAGE-----