The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
|
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 each of Starboard V&O Fund, Starboard S LLC and Starboard CLP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,720,674 Shares beneficially owned by Starboard V&O Fund is approximately $75,359,237, excluding brokerage commissions. The aggregate purchase price of the 601,776 Shares beneficially owned by Starboard S LLC is approximately $16,996,966, excluding brokerage commissions. The aggregate purchase price of the 330,215 Shares beneficially owned by Starboard C LP is approximately $9,154,548, excluding brokerage commissions. The aggregate purchase price of the 719,095 Shares held in the Starboard Value LP Account is approximately $20,345,829, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended and restated to read as follows:
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 48,632,121 Shares outstanding, as of April 28, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2015.
|
|
(a)
|
As of the close of business on July 28, 2015, Starboard V&O Fund beneficially owned 2,720,674 Shares.
|
Percentage: Approximately 5.6%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,720,674
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,720,674
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
As of the close of business on July 28, 2015, Starboard S LLC beneficially owned 601,776 Shares.
|
Percentage: Approximately 1.2%
|
|
(b)
|
1. Sole power to vote or direct vote: 601,776
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 601,776
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
As of the close of business on July 28, 2015, Starboard C LP beneficially owned 330,215 Shares.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 330,215
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 330,215
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 330,215 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 330,215
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 330,215
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 330,215 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 330,215
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 330,215
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
As of the close of business on July 28, 2015, 719,095 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,720,674 Shares owned by Starboard V&O Fund, (ii) 601,776 Shares owned by Starboard S LLC, (iii) 330,215 Shares owned by Starboard C LP, and (iv) 719,095 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 4,371,760
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 4,371,760
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,720,674 Shares owned by Starboard V&O Fund, (ii) 601,776 Shares owned by Starboard S LLC, (iii) 330,215 Shares owned by Starboard C LP, and (iv) 719,095 Shares held in the Starboard Value LP Account.
|
|
|
Percentage: Approximately 9.0%
|
|
|
(b)
|
1. Sole power to vote or direct vote: 4,371,760
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 4,371,760
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,720,674 Shares owned by Starboard V&O Fund, (ii) 601,776 Shares owned by Starboard S LLC, (iii) 330,215 Shares owned by Starboard C LP, and (iv) 719,095 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 4,371,760
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 4,371,760
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,720,674 Shares owned by Starboard V&O Fund, (ii) 601,776 Shares owned by Starboard S LLC, (iii) 330,215 Shares owned by Starboard C LP, and (iv) 719,095 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 4,371,760
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 4,371,760
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
J.
|
Messrs. Smith, Mitchell and Feld
|
|
|
(a)
|
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,720,674 Shares owned by Starboard V&O Fund, (ii) 601,776 Shares owned by Starboard S LLC, (iii) 330,215 Shares owned by Starboard C LP, and (iv) 719,095 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 4,371,760
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 4,371,760
|
|
|
(c)
|
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
Each Reporting Person, as a member of a “group” with the other Reporting Persons 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 directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
|
|
Item 6 is hereby amended to add the following:
|
Starboard V&O Fund has entered into certain cash-settled total return swap agreements with Société Générale (“SG”) as the counterparty (the “Swap Agreements”). The swaps with SG constitute economic exposure to 50,700 notional Shares, 50,700 notional Shares, 27,640 notional Shares, and 134,175 notional Shares, respectively, with a reference price of $30.0712, $30.2221, $28.9631, and $28.9830, respectively, and an expiration date of July 28, 2016, July 29, 2016, August 29, 2016 and September 1, 2016, respectively. The Swap Agreements provide Starboard V&O Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard V&O Fund has economic exposure to an aggregate of 263,215 Shares (representing less than 1% of the outstanding Shares on the same basis).
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 29, 2015
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
|
|
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
| |
| |
|
By:
|
|
| |
Name:
|
Jeffrey C. Smith
|
| |
Title:
|
Authorized Signatory
|
| |
| |
|
|
|
JEFFREY C. SMITH
|
|
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
|
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
Purchase of Common Stock
|
16,900
|
32.0308
|
06/04/2015
|
|
Purchase of Common Stock
|
16,900
|
31.8706
|
06/08/2015
|
|
Purchase of Cash-Settled Total Return Swap
|
50,700
|
30.0512
|
06/25/2015
|
|
Purchase of Cash-Settled Total Return Swap
|
50,700
|
30.2021
|
06/26/2015
|
|
Purchase of Cash-Settled Total Return Swap
|
27,640
|
28.9431
|
07/24/2015
|
|
Purchase of Cash-Settled Total Return Swap
|
134,175
|
28.9630
|
07/27/2015
|
STARBOARD VALUE AND OPPORTUNITY S LLC
|
Purchase of Common Stock
|
2,825
|
32.0308
|
06/04/2015
|
|
Purchase of Common Stock
|
2,825
|
31.8706
|
06/08/2015
|
|
Purchase of Common Stock
|
8,475
|
30.0512
|
06/25/2015
|
|
Purchase of Common Stock
|
8,475
|
30.2021
|
06/26/2015
|
|
Purchase of Common Stock
|
4,320
|
28.9431
|
07/24/2015
|
|
Purchase of Common Stock
|
20,971
|
28.7400
|
07/27/2015
|
STARBOARD VALUE AND OPPORTUNITY C LP
|
Purchase of Common Stock
|
1,550
|
32.0308
|
06/04/2015
|
|
Purchase of Common Stock
|
1,550
|
31.8706
|
06/08/2015
|
|
Purchase of Common Stock
|
4,650
|
30.0512
|
06/25/2015
|
|
Purchase of Common Stock
|
4,650
|
30.2021
|
06/26/2015
|
|
Purchase of Common Stock
|
2,360
|
28.9431
|
07/24/2015
|
|
Purchase of Common Stock
|
11,456
|
28.7400
|
07/27/2015
|
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
|
Purchase of Common Stock
|
3,725
|
32.0308
|
06/04/2015
|
|
Purchase of Common Stock
|
3,725
|
31.8706
|
06/08/2015
|
|
Sale of Common Stock
|
(47,651)
|
30.3221
|
06/24/2015
|
|
Sale of Common Stock
|
(46,549)
|
30.0139
|
06/25/2015
|
|
Purchase of Common Stock
|
11,175
|
30.0512
|
06/25/2015
|
|
Purchase of Common Stock
|
11,175
|
30.2021
|
06/26/2015
|
|
Purchase of Common Stock
|
5,680
|
28.9431
|
07/24/2015
|
|
Purchase of Common Stock
|
27,573
|
28.7400
|
07/27/2015
|