INTRODUCTION
This
Amendment No. 11 (“Amendment No. 11”) amends the Schedule 13D, which was
originally filed September 15, 2003, as amended to date (the “Schedule 13D”), by
Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC,
Knightspoint Partners LLC, David Meyer, Michael Koeneke, Ramius Securities, LLC,
Ramius LLC (f/k/a Ramius Capital Group, LLC), C4S & Co., LLC, Ramius Merger
Arbitrage Master Fund Ltd (f/k/a RCG Ambrose Master Fund, Ltd), Ramius
Multi-Strategy Master Fund Ltd (f/k/a Ramius Master Fund, Ltd.), Peter A. Cohen,
Morgan B. Stark, Thomas W. Strauss, Ramius Advisors, LLC, Starboard Value and
Opportunity Fund, LLC, RCG Starboard Advisors, LLC and Jeffrey M. Solomon with
respect to the common stock, $.40 par value, of CPI Corp., a Delaware
corporation (the “Company”). Capitalized terms used but not defined
herein shall have the meaning set forth in the original Schedule
13D.
The
undersigned were previously part of a Section 13(d) reporting group that
included Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC,
Knightspoint Partners LLC, David Meyer, Michael Koeneke (the “Knightspoint
Group”). The undersigned ceased to be members of the Knightspoint
Group on February 27, 2009. For ownership information relating to the
undersigned prior to the filing of this Amendment No. 11, please make reference
to the Schedule 13D, as amended to date.
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)
|
Starboard
Value and Opportunity Fund, LLC, a Delaware limited liability company
(“Starboard Value and Opportunity Fund”), with respect to the Shares
directly and beneficially owned by
it;
|
|
(iii)
|
Ramius
Leveraged Multi-Strategy Master Fund Ltd, a Cayman Islands exempted
company (“Leveraged Multi-Strategy Master Fund”), with respect to the
Shares directly and beneficially owned by
it;
|
|
(iv)
|
Ramius
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company
(“Multi-Strategy Master Fund”), with respect to the Shares directly and
beneficially owned by it;
|
|
(v)
|
Ramius
Merger Arbitrage Master Fund Ltd, a Cayman Islands exempted company
(“Merger Arbitrage Master Fund”), with respect to the Shares directly and
beneficially owned by it;
|
|
(vi)
|
Ramius
Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise
Master Fund”), with respect to the Shares directly and beneficially owned
by it;
|
|
(vii)
|
Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”),
who serves as the investment advisor of Multi-Strategy Master Fund, Merger
Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise
Master Fund;
|
|
(viii)
|
RCG
Starboard Advisors, LLC, a Delaware limited liability company (“RCG
Starboard Advisors”), who serves as the investment manager of Value and
Opportunity Master Fund and the managing member of Starboard Value and
Opportunity Fund;
|
|
(ix)
|
Ramius
LLC, a Delaware limited liability company (“Ramius”), who serves as the
sole member of RCG Starboard Advisors and Ramius
Advisors;
|
|
(x)
|
C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), who
serves as managing member of
Ramius;
|
|
(xi)
|
Peter
A. Cohen ("Mr. Cohen"), who serves as one of the managing members of
C4S;
|
|
(xii)
|
Morgan
B. Stark ("Mr. Stark"), who serves as one of the managing members of
C4S;
|
|
(xiii)
|
Thomas
W. Strauss ("Mr. Strauss"), who serves as one of the managing members of
C4S;
|
|
(xiv)
|
Jeffrey
M. Solomon ("Mr. Solomon"), who serves as one of the managing members of
C4S;
|
|
(xv)
|
Peter
A. Feld (“Mr. Feld”), a member of the Board of Directors of the Issuer and
a Managing Director of
Ramius;
|
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.
(b) The
address of the principal office of each of Starboard Value and Opportunity Fund,
Ramius Advisors, RCG Starboard Advisors, Ramius, C4S, and Messrs. Cohen, Stark,
Strauss, Solomon and Feld is 599 Lexington Avenue, 21st Floor, New York, New
York 10022.
The
address of the principal office of each of Value and Opportunity Master Fund,
Enterprise Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy
Master Fund and Merger Arbitrage Master Fund is c/o Citco Fund Services (Cayman
Islands) Limited, Corporate Center, West Bay Road, P.O. Box 31106 SMB, Grand
Cayman, Cayman Islands, British West Indies. The officers and
directors of Enterprise Master Fund and their principal occupations and business
addresses are set forth on Schedule A and incorporated by reference in this Item
2. The officers and directors of Value and Opportunity Master Fund
and their principal occupations and business addresses are set forth on Schedule
B and incorporated by reference in this Item 2. The officers and
directors of Multi-Strategy Master Fund and their principal occupations and
business addresses are set forth on Schedule C and incorporated by reference in
this Item 2. The officers and directors of Merger Arbitrage Master
Fund and their principal occupations and business addresses are set forth on
Schedule D and incorporated by reference in this Item 2. The officers
and directors of Leveraged Multi-Strategy Master Fund and their principal
occupations and business addresses are set forth on Schedule E and incorporated
by reference in this Item 2
(c) The
principal business of each of Value and Opportunity Master Fund, Enterprise
Master Fund and Starboard Value and Opportunity Fund is serving as a private
investment fund. Each of Value and Opportunity Master Fund,
Enterprise Master Fund and Starboard Value and Opportunity 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. The principal business of each of Leveraged Multi-Strategy
Master Fund, Multi-Strategy Master Fund and Merger Arbitrage Master Fund is
serving as a private investment fund. The principal business of RCG
Starboard Advisors is acting as the investment manager of Value and Opportunity
Master Fund and the managing member of Starboard Value and Opportunity
Fund. The principal business of Ramius Advisors is acting as the
investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund,
Leveraged Multi-Strategy Master Fund and Enterprise Master
Fund. 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 RCG Starboard Advisors and Ramius Advisors. C4S
serves as managing member of Ramius. Messrs. Cohen, Strauss, Stark
and Solomon serve as co-managing members of C4S. The principal
occupation of Mr. Feld is serving as a managing director of Ramius.
(d) No
Reporting Person, nor any person listed on Schedules A through E, each 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 Schedules A through E, each 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, Solomon and Feld 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 Enterprise Master Fund, Starboard Value and Opportunity
Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and
Opportunity Master Fund and Leveraged Multi-Strategy 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. The aggregate purchase cost of the
1,724,488 Shares beneficially owned in the aggregate by Enterprise Master Fund,
Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund,
Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged
Multi-Strategy Master Fund is approximately $49,713,000, excluding brokerage
commissions.
Mr. Feld
directly owns 6,588 Shares awarded by the Issuer.
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 6,494,714 Shares outstanding, as of December 16, 2008, which is the
total number of Shares outstanding as reported in the Company’s Quarterly Report
on Form 10-Q, filed with the Securities and Exchange Commission on December 18,
2008.
A. Value
and Opportunity Master Fund
|
(a)
|
As
of the close of business on February 26, 2009, Value and Opportunity
Master Fund beneficially owned 797,988
Shares.
|
Percentage:
Approximately 12.3%
|
(b)
|
1. Sole
power to vote or direct vote:
797,988
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
797,988
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Value
and Opportunity Master Fund has not entered into any transactions in the
Shares since the filing of Amendment No.
10.
|
B.
|
Starboard
Value and Opportunity Fund
|
|
(a)
|
As
of the close of business on February 26, 2009, Starboard Value and
Opportunity Fund beneficially owned 282,000
Shares.
|
Percentage:
Approximately 4.4%
|
(b)
|
1. Sole
power to vote or direct vote:
282,000
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
282,000
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Starboard
Value and Opportunity Fund has not entered into any transactions in the
Shares since the filing of Amendment No.
10.
|
C.
|
Merger
Arbitrage Master Fund
|
|
(a)
|
As
of the close of business on February 26, 2009, Merger Arbitrage Master
Fund beneficially owned 192,000
Shares.
|
Percentage:
Approximately 3.0%
|
(b)
|
1. Sole
power to vote or direct vote:
192,000
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
192,000
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Merger
Arbitrage Master Fund has not entered into any transactions in the Shares
since the filing of Amendment No.
10.
|
D.
|
Leveraged
Multi-Strategy Master Fund
|
|
(a)
|
As
of the close of business on February 26, 2009, Leveraged Multi-Strategy
Master Fund beneficially owned 44,500
Shares.
|
Percentage:
Less than 1%
|
(b)
|
1. Sole
power to vote or direct vote:
44,500
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
44,500
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Leveraged
Multi-Strategy Master Fund has not entered into any transactions in the
Shares since the filing of Amendment No.
10.
|
E.
|
Multi-Strategy
Master Fund
|
|
(a)
|
As
of the close of business on February 26, 2009, Multi-Strategy Master Fund
beneficially owned 192,000 Shares.
|
Percentage:
Approximately 3.0%
|
(b)
|
1. Sole
power to vote or direct vote:
192,000
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
192,000
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Multi-Strategy
Master Fund has not entered into any transactions in the Shares since the
filing of Amendment No. 10.
|
F.
|
Enterprise
Master Fund
|
|
(a)
|
As
of the close of business on February 26, 2009, Enterprise Master Fund
beneficially owned 216,000 Shares.
|
Percentage:
Approximately 3.3%
|
(b)
|
1.
Sole power to vote or direct vote:
216,000
|
|
2.
Shared power to vote or direct vote:
0
|
|
3.
Sole power to dispose or direct the disposition:
216,000
|
|
4.
Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Enterprise
Master Fund has not entered into any transactions in the Shares since the
filing of Amendment No. 10.
|
G.
|
RCG
Starboard Advisors
|
|
(a)
|
As
the investment manager of Value and Opportunity Master Fund and the
managing member of Starboard Value and Opportunity Fund, RCG Starboard
Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by
Value and Opportunity Master Fund and (ii) 282,000 Shares owned by
Starboard Value and Opportunity
Fund.
|
Percentage:
Approximately 16.7%
|
(b)
|
1. Sole
power to vote or direct vote:
1,079,988
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,079,988
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
RCG
Starboard Advisors has not entered into any transactions in the Shares
since the filing of Amendment No.
10.
|
|
(a)
|
As
the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage
Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master
Fund, Ramius Advisors may be deemed the beneficial owner of (i) 192,000
Shares owned by Multi-Strategy Master Fund, (ii) 192,000 Shares owned by
Merger Arbitrage Master Fund, (iii) 44,500 Shares owned by Leveraged
Multi-Strategy Master Fund, and (iv) 216,000 Shares owned by Enterprise
Master Fund.
|
Percentage:
Approximately 9.9%
|
(b)
|
1.
Sole power to vote or direct vote:
644,500
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
644,500
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
Advisors has not entered into any transactions in the Shares since the
filing of Amendment No. 10.
|
|
(a)
|
As
the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may
be deemed the beneficial owner of (i) 797,988 Shares owned by Value and
Opportunity Master Fund, (ii) 282,000 Shares owned by Starboard Value and
Opportunity Fund, (iii) 192,000 Shares owned by Multi-Strategy Master
Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v)
44,500 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi)
216,000 Shares owned by Enterprise Master
Fund.
|
Percentage:
Approximately 26.6%
|
(b)
|
1. Sole
power to vote or direct vote:
1,724,488
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,724,488
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
Ramius
did not enter into any transactions in the Shares since the filing of
Amendment No. 10.
|
|
(a)
|
As
the managing member of Ramius, C4S may be deemed the beneficial owner of
(i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii)
282,000 Shares owned by Starboard Value and Opportunity Fund, (iii)
192,000 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares
owned by Merger Arbitrage Master Fund, (v) 44,500 Shares owned by
Leveraged Multi-Strategy Master Fund, and (vi) 216,000 Shares owned by
Enterprise Master Fund.
|
Percentage:
Approximately 26.6%
|
(b)
|
1. Sole
power to vote or direct vote:
1,724,488
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,724,488
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
C4S
did not enter into any transactions in the Shares since the filing of
Amendment No. 10.
|
K.
|
Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon
|
|
(a)
|
As
the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed the beneficial owner of (i) 797,988 Shares owned
by Value and Opportunity Master Fund, (ii) 282,000 Shares owned by
Starboard Value and Opportunity Fund, (iii) 192,000 Shares owned by
Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage
Master Fund, (v) 44,500 Shares owned by Leveraged Multi-Strategy Master
Fund, and (vi) 216,000 Shares owned by Enterprise Master
Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss share
voting and dispositive power with respect to the Shares owned by Value and
Opportunity Master Fund, Starboard Value and Opportunity Fund, Merger
Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund,
Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their
shared authority to vote and dispose of such
Shares.
|
Percentage:
Approximately 26.6%
|
(b)
|
1. Sole
power to vote or direct vote: 0
|
|
2. Shared
power to vote or direct vote:
1,724,488
|
|
3. Sole
power to dispose or direct the disposition:
0
|
|
4. Shared
power to dispose or direct the disposition:
1,724,488
|
|
(c)
|
None
of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any
transactions in the Shares since the filing of Amendment No.
10.
|
|
(a)
|
As
of the close of business on February 26, 2009, Peter Feld beneficially
owned 6,588 Shares.
|
Percentage:
Less than 1%
|
(b)
|
1. Sole
power to vote or direct vote: 6,588
|
|
2. Shared
power to vote or direct vote: 0
|
|
3. Sole
power to dispose or direct the disposition:
1,336
|
|
4. Shared
power to dispose or direct the disposition:
0
|
|
(c)
|
On
February 25, 2009, Mr. Feld was awarded 5,252 Shares under the Issuer’s
Omnibus Incentive Plan. The Shares granted vest in full on
February 6, 2010.
|
(c) Not
applicable.
(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 of the Common Stock.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Item 6 is
hereby amended to add the following:
Ramius
Enterprise Master Fund Ltd, Ramius LLC, C4S & Co., LLC, Ramius Merger
Arbitrage Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Ramius Advisors,
LLC, Starboard Value & Opportunity Fund, LLC, RCG Starboard Advisors, LLC,
Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Value and Opportunity
Master Fund Ltd and Peter A. Feld have signed an Agreement to Jointly File this
Amendment No. 11 to the Schedule 13D originally filed on September 15, 2003
(including amendments thereto), dated February 27, 2009. The Joint
Filing Agreement is attached as Exhibit 99.1 and incorporated by
reference.
Item
7.
|
Material to be Filed
as Exhibits
.
|
Item 7 is
hereby amended to add the following exhibit:
Exhibit
99.1.
|
Joint Filing
Agreement by and among Ramius Enterprise Master Fund Ltd, Ramius LLC, C4S
& Co., LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius
Multi-Strategy Master Fund Ltd, Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss, Jeffrey M. Solomon, Ramius Advisors, LLC, Starboard Value &
Opportunity Fund, LLC, RCG Starboard Advisors, LLC, Ramius Leveraged
Multi-Strategy Master Fund Ltd, Ramius Value and Opportunity Master Fund
Ltd and Peter A. Feld, dated February 27,
2009.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 27, 2009
STARBOARD
VALUE AND OPPORTUNITY FUND, LLC
|
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
its
managing member
|
|
|
its
investment manager
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
|
|
its
sole member
|
By:
|
C4S
& Co., L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
managing member
|
|
|
its
managing member
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
|
RCG
STARBOARD ADVISORS, LLC
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
Ramius
LLC,
|
|
its
investment advisor
|
|
|
its
sole member
|
By:
|
Ramius
LLC,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
sole member
|
|
|
its
managing member
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
|
its
managing member
|
|
|
|
|
|
|
|
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
|
|
RAMIUS
LLC
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
investment advisor
|
|
|
as
managing member
|
By:
|
Ramius
LLC,
|
|
|
|
|
its
sole member
|
|
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
|
its
managing member
|
|
|
|
RAMIUS
LEVERAGED MULTI-STRATEGY MASTER FUND LTD
|
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
its
investment advisor
|
|
|
its
investment advisor
|
By:
|
Ramius
LLC,
|
|
By:
|
Ramius
LLC,
|
|
its
sole member
|
|
|
its
sole member
|
By:
|
C4S
& Co., L.L.C.,
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
its
managing member
|
|
|
its
managing member
|
RAMIUS
ADVISORS, L.L.C.
|
|
C4S
& CO., L.L.C.
|
By:
|
Ramius
LLC,
|
|
|
|
its
sole member
|
|
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
|
its
managing member
|
|
|
By:
|
|
|
Name:
|
Jeffrey
M. Solomon
|
|
Title:
|
Authorized
Signatory
|
|
Jeffrey
M. Solomon, individually and as
attorney-in-fact
for Peter A. Cohen,
Morgan
B. Stark and Thomas W.
Strauss
|
The
Powers of Attorney authorizing certain persons to sign and file this Schedule
13D on behalf of certain Reporting Persons were previously filed as exhibits to
the Schedule 13D.
SCHEDULE
A
Directors
and Officers of Ramius Enterprise Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
Marran
Ogilvie
Director
|
|
Chief
Operating Officer of Ramius LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
B
Directors
and Officers of Ramius Value and Opportunity Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Jeffrey
M. Solomon
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
Mark
R. Mitchell
Director
|
|
Partner
of Ramius LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
C
Directors
and Officers of Ramius Multi-Strategy Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Morgan
B. Stark
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
Marran
Ogilvie
Director
|
|
Chief
Operating Officer of Ramius LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
D
Directors
and Officers of Ramius Merger Arbitrage Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Jeffrey
M. Solomon
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
Mark
R. Mitchell
Director
|
|
Partner
of Ramius LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
SCHEDULE
E
Directors
and Officers of Ramius Leveraged Multi-Strategy Master Fund Ltd
Name and Position
|
|
Principal Occupation
|
|
Principal Business
Address
|
|
|
|
|
|
Jeffrey
M. Solomon
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
Morgan
B. Stark
Director
|
|
Managing
Member of C4S & Co., L.L.C., which is the Managing Member of Ramius
LLC
|
|
599
Lexington Avenue
21st
Floor
New
York, New York 10022
|
|
|
|
|
|
CFS
Company Ltd.
Director
|
|
Nominee
Company registered with Cayman Islands Monetary Authority and is
affiliated with Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|
|
|
|
|
|
CSS
Corporation Ltd.
Secretary
|
|
Affiliate
of the Administrator of the Fund
|
|
c/o
Citco Fund Services (Cayman Islands) Limited
Corporate
Center
West
Bay Road
Grand
Cayman, Cayman Islands
British
West Indies
|