The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
All of the shares of Common Stock reported herein were purchased on behalf of the Reporting Persons using their investment capital or funds under management. The aggregate purchase price of the 1,856,890 shares of Common Stock acquired was approximately $40,994,389 (including brokerage commissions and transaction costs). All such transactions were effected in the open market unless otherwise noted in Schedule A.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
Stadium Capital Management, LLC (together with its affiliates, “Stadium Capital”) continues to believe that the Issuer has been significantly mismanaged for many years and is operating well below its growth and profitability potential. Stadium Capital also continues to believe that a number of opportunities exist within the control of the Board of the Directors (the “Board”) and management to improve operating results and shareholder value creation significantly. Consistent with its previous disclosure, Stadium Capital believes that the Board must be immediately reconstituted and that a strategic alternatives process must be initiated. Accordingly, Stadium Capital agrees with the views regarding the Issuer expressed by Starboard Value LP (together with its affiliates, “Starboard”) as disclosed in Starboard’s Schedule 13D filed with the Securities and Exchange Commission on January 20, 2015.
As part of Stadium Capital’s regular portfolio management process and in order to manage the aggregate portfolio exposure of this investment in light of the appreciation of the Issuer’s stock price since the time of purchase, Stadium Capital has reduced the size of its total position in the Issuer. If meaningful changes to the Issuer’s cost structure, growth prospects, capital structure, board composition and governance policies are successfully implemented, Stadium Capital believes that the Issuer has considerable opportunities to create value for stockholders well in excess of its current stock price.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 25,338,512 shares of Common Stock outstanding as of February 3, 2015, 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 February 10, 2015.
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(a)
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As of the close of business on the date hereof, SCQP beneficially owned 136,342 shares of Common Stock.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 136,342
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 136,342
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(c)
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The transactions in the securities of the Issuer by SCQP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on the date hereof, SCP beneficially owned 1,720,548 shares of Common Stock.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,720,548
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,720,548
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(c)
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The transactions in the securities of the Issuer by SCP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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SCMGP, as the general partner of each of SCQP and SCP, may be deemed the beneficial owner of the (i) 136,342 shares of Common Stock owned by SCQP and (ii) 1,720,548 shares of Common Stock owned by SCP.
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Percentage: Approximately 7.3%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,856,890
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,856,890
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(c)
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SCMGP has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of each of SCQP and SCP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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SCM, as the investment advisor and general partner of SCMGP, may be deemed the beneficial owner of the (i) 136,342 shares of Common Stock owned by SCQP and (ii) 1,720,548 shares of Common Stock owned by SCP.
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Percentage: Approximately 7.3%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,856,890
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,856,890
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(c)
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SCM has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of each of SCQP and SCP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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E.
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Messrs. Seaver and Kent
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(a)
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Each of Messrs. Seaver and Kent, as a manager of SCM, may be deemed the beneficial owner of the (i) 136,342 shares of Common Stock owned by SCQP and (ii) 1,720,548 shares of Common Stock owned by SCP.
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Percentage: Approximately 7.3%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,856,890
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,856,890
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(c)
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Neither of Messrs. Seaver and Kent has entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of each of SCQP and SCP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
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: February 20, 2015
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STADIUM CAPITAL QUALIFIED PARTNERS, L.P.
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By:
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Stadium Capital Management GP, L.P.
General Partner
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By:
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Stadium Capital Management, LLC
General Partner
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By:
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/s/ Alexander M. Seaver
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Name:
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Alexander M. Seaver
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Title:
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Managing Member
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STADIUM CAPITAL PARTNERS, L.P.
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By:
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Stadium Capital Management GP, L.P.
General Partner
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By:
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Stadium Capital Management, LLC
General Partner
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By:
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/s/ Alexander M. Seaver
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Name:
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Alexander M. Seaver
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Title:
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Managing Member
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STADIUM CAPITAL MANAGEMENT GP, L.P.
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By:
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Stadium Capital Management, LLC
General Partner
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By:
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/s/ Alexander M. Seaver
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Name:
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Alexander M. Seaver
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Title:
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Managing Member
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STADIUM CAPITAL MANAGEMENT, LLC
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By:
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/s/ Alexander M. Seaver
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Name:
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Alexander M. Seaver
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Title:
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Managing Member
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/s/ Alexander M. Seaver
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Alexander M. Seaver
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/s/ Bradley R. Kent
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Bradley R. Kent
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SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Nature of Transaction
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Securities
Purchased/(Sold)
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Price per Share ($)
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Date of
Purchase / Sale
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STADIUM CAPITAL QUALIFIED PARTNERS, L.P.
Sale of Common Stock
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(34)
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42.7700
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01/29/2015
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Sale of Common Stock
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(17)
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42.7800
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02/05/2015
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Sale of Common Stock
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(43)
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42.8000
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02/06/2015
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Sale of Common Stock
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(1,182)
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44.6137
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02/10/2015
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Sale of Common Stock
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(489)
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44.6916
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02/10/2015
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Sale of Common Stock
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(2,149)
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44.3014
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02/10/2015
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Sale of Common Stock
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(3,441)
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46.1008
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02/11/2015
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Sale of Common Stock
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(223)
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46.7587
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02/12/2015
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Sale of Common Stock
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(9,813)
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47.1545
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02/12/2015
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Sale of Common Stock
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(86)
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48.1865
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02/13/2015
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Sale of Common Stock
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(6,679)
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48.5986
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02/13/2015
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Sale of Common Stock
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(5,401)
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50.2062
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02/17/2015
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Sale of Common Stock
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(7,189)
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50.6000
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02/18/2015
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Sale of Common Stock
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(5,924)
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51.3535
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02/19/2015
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Sale of Common Stock
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(6,385) |
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51.4191 |
02/20/2015 |
STADIUM CAPITAL PARTNERS, L.P.
Sale of Common Stock
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(366)
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42.7700
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01/29/2015
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Sale of Common Stock
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(183)
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42.7800
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02/05/2015
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Sale of Common Stock
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(457)
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42.8000
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02/06/2015
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Sale of Common Stock
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(12,573)
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44.6137
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02/10/2015
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Sale of Common Stock
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(5,204)
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44.6916
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02/10/2015
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Sale of Common Stock
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(22,851)
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44.3014
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02/10/2015
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Sale of Common Stock
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(36,624)
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46.1008
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02/11/2015
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Sale of Common Stock
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(2,377)
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46.7587
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02/12/2015
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Sale of Common Stock
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(104,484)
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47.1545
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02/12/2015
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Sale of Common Stock
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(914)
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48.1865
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02/13/2015
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Sale of Common Stock
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(71,212)
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48.5986
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02/13/2015
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Sale of Common Stock
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(57,687)
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50.2062
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02/17/2015
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Sale of Common Stock
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(76,787)
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50.6000
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02/18/2015
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Sale of Common Stock
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(63,276)
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51.3535
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02/19/2015
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Sale of Common Stock |
(68,256) |
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51.4191 |
02/20/2015 |