UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Dynabazaar, Inc.
----------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
26779R104
---------
(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)
March 8, 2007
-------------
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
(Continued on following pages)
(Page 1 of 29 Pages)
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SCHEDULE 13D
CUSIP No. 26779R104 Page 2 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Barington Companies Equity Partners, L.P. 13-4088890
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 648,890
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 648,890
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 648,890
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 2.74%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 3 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Barington Companies Investors, LLC 13-4126527
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 648,890
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 648,890
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 648,890
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 2.74%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 4 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Barington Companies Offshore Fund, Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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 British Virgin Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 251,750
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 251,750
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 251,750
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 1.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 5 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Barington Offshore Advisors II, LLC 20-8325785
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 251,750
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 251,750
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 251,750
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 1.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IA, OO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 6 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Barington Capital Group, L.P. 13-3635132
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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 New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 1,969,775
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,969,775
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 1,969,775
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 8.31%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 7 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
LNA Capital Corp. 13-3635168
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 1,969,775
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,969,775
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 1,969,775
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 8.31%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 26779R104 Page 8 of 29 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
James A. Mitarotonda
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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 United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 2,612,775 (see Item 5)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER none
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,612,775 (see Item 5)
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER none
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 2,612,775 (see Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 10.74% (see Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
--------------------------------------------------------------------------------
Page 9 of 29 Pages
This Amendment No. 5 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on March 7, 2002, as amended
by that certain Amendment No. 1 filed with the SEC on May 24, 2002, that certain
Amendment No. 2 filed with the SEC on January 23, 2004, that certain Amendment
No. 3 filed with the SEC on May 25, 2004 and that certain Amendment No. 4 filed
with the SEC on January 11, 2007 (together, the "Statement"), by and on behalf
of Barington Companies Equity Partners, L.P. and others with respect to the
common stock, par value $.001 per share (the "Common Stock") of Dynabazaar,
Inc., a Delaware corporation. The principal executive offices of the Company are
located at 888 Seventh Avenue, 17th Floor, New York, NY 10019.
Item 2. Identity and Background.
Item 2 of the Statement is hereby amended and restated as follows:
(a) - (c) This Schedule 13D is being filed by Barington Companies Equity
Partners, L.P., Barington Companies Investors, LLC, Barington Companies Offshore
Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P.,
LNA Capital Corp. and James A. Mitarotonda.
As of March 12, 2007, the Reporting Entities are the beneficial owners of,
in the aggregate, 2,612,775 shares of Common Stock representing approximately
11.03% of the 23,691,756 shares of Common Stock presently outstanding and
approximately 10.74% of the 24,334,756 shares of Common Stock (the
"Post-conversion Issued and Outstanding Shares") that would be outstanding
assuming that all stock options held by James A. Mitarotonda (as further
described in Item 5 below) were exercised.
Barington Companies Equity Partners, L.P. is a Delaware limited
partnership. The principal business of Barington Companies Equity Partners, L.P.
is acquiring, holding and disposing of investments in various companies. The
address of the principal business and principal office of Barington Companies
Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York
10019.
Barington Companies Offshore Fund, Ltd. is an international business
company organized under the laws of the British Virgin Islands. The principal
business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and
disposing of investments in various companies. The address of the principal
business and principal office of Barington Companies Offshore Fund, Ltd. is c/o
Bison Financial Services Limited, Bison Court, Road Town, Tortola, British
Virgin Islands. The executive officers and directors of Barington Companies
Offshore Fund, Ltd. and their principal occupations and business addresses are
set forth on Schedule I and incorporated by reference in this Item 2.
The general partner of Barington Companies Equity Partners, L.P. is
Barington Companies Investors, LLC. Barington Companies Investors, LLC is a
Delaware limited liability company. The principal business of Barington
Companies Investors, LLC is serving as the general partner of Barington
Companies Equity Partners, L.P. The address of the principal business and
principal office of Barington Companies Investors, LLC is 888 Seventh Avenue,
17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member
of Barington Companies Investors, LLC.
Page 10 of 29 Pages
The investment advisor of Barington Companies Offshore Fund, Ltd. is
Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a
Delaware limited liability company. The principal business of Barington Offshore
Advisors II, LLC is serving as the investment advisor of Barington Companies
Offshore Fund, Ltd. The address of the principal business and principal office
of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New
York, New York 10019. James A. Mitarotonda is the Managing Member of Barington
Offshore Advisors II, LLC.
Barington Companies Investors, LLC and Barington Offshore Advisors II, LLC
are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington
Capital Group, L.P. is a New York limited partnership. The principal business of
Barington Capital Group, L.P. is acquiring, holding and disposing of investments
in various companies. The address of the principal business and principal office
of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York,
New York 10019.
The general partner of Barington Capital Group, L.P. is LNA Capital Corp.
LNA Capital Corp. is a Delaware corporation. The principal business of LNA
Capital Corp. is serving as the general partner of Barington Capital Group, L.P.
The address of the principal business and principal office of LNA Capital Corp.
is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York,
New York 10019. James Mitarotonda is the sole stockholder and director of LNA
Capital Corp. The executive officers of LNA and their principal occupations and
business addresses are set forth on Schedule II and incorporated by reference in
this Item 2. The principal occupation of Mr. Mitarotonda is serving as the
Chairman and Chief Executive Officer of Barington Capital Group, L.P. The
business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888
Seventh Avenue, 17th Floor, New York, New York 10019.
(d) - (e) During the last five years, none of the Reporting Entities or
any other person identified in response to this Item 2 was convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a 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) Each natural person identified in Item 2 is a citizen of the United
States, other than Graham Cook, a director of Barington Companies Offshore Fund,
Ltd., who is a citizen of the United Kingdom and Jonathan Clipper, a director of
Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the
United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of the Statement is hereby amended and
supplemented as follows:
Since the filing of the Statement, Barington Companies Offshore Fund, Ltd.
and Barington Capital Group, L.P. purchased an aggregate of 565,445 shares of
Common Stock at $0.32 per share in private transactions entered into pursuant to
the terms of a stock purchase agreement dated as of February 20, 2007 (the
"Stock Purchase Agreement") by and among
Page 11 of 29 Pages
Ramius Halifax Partners, L.P., Ramius Capital Group, L.L.C., Ramius Securities,
L.L.C., Starboard Value & Opportunity Fund, LLC, Barington Capital Group, L.P.
and Barington Companies Offshore Fund, Ltd. In accordance with the transactions
contemplated by the Stock Purchase Agreement, on March 8, 2007 Barington
Companies Offshore Fund, Ltd. purchased 51,750 shares of Common Stock from
Ramius Securities, L.L.C. and 200,000 shares of Common Stock from Starboard
Value & Opportunity Fund, LLC at $0.32 per share for a total cost of $80,560.00
(excluding commissions and other execution-related costs) and Barington Capital
Group, L.P. purchased 313,695 shares of Common Stock from Ramius Capital Group,
L.L.C. at $0.32 per share for a total cost of approximately $100,382.40
(excluding commissions and other execution-related costs).
All purchases were funded by working capital, which may, at any given
time, include margin loans made by brokerage firms in the ordinary course of
business.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented as follows:
On February 26, 2007, the Company entered into an amended and restated
agreement and plan of merger (the "Amended and Restated Merger Agreement") with
L Q Corporation, Inc., a Delaware corporation ("LQ"), and LQ Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company ("LMC"). The
Amended and Restated Merger Agreement provides that, upon the terms and subject
to the conditions set forth therein, LMC will merge with and into LQ, with LQ
continuing as the surviving corporation and a wholly-owned subsidiary of the
Company.
The transaction is subject to stockholder approval and the Company and LQ
have stated that a special meeting of stockholders of both companies will be
announced in the near future. Pursuant to a separate letter agreement dated
February 26, 2007, Barington Capital Group, L.P. ("Barington") has agreed to
vote, and to cause its affiliates to vote, all of the shares of the Company's
Common Stock now owned or hereafter acquired by Barington and its affiliates
(which would include, without limitation, the shares of the Company Common Stock
acquired by the transactions disclosed in Item 3) in favor of the transaction,
in proportion to the votes of the other stockholders of the Company. A copy of
the letter agreement is attached as Exhibit 99.7 hereto and incorporated herein
by reference, which letter agreement is substantially the same as the letter
agreement previously filed as Exhibit 99.4 to the Schedule 13D Amendment No. 4
filed with the SEC on January 11, 2007. The foregoing descriptions of the letter
agreements are qualified in its entirety by reference to such exhibits.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (c) of the Statement are hereby amended and restated as
follows:
(a) As of March 12, 2007, Barington Companies Equity Partners, L.P.
beneficially owns an aggregate of 648,890 shares of Common Stock, representing
approximately 2.74% of the shares of Common Stock presently outstanding based
upon the 23,691,756 shares of Common Stock reported by the Company to be issued
and outstanding as of November 11, 2006 in its Form 10-Q filed with the
Securities and Exchange Commission on November 14, 2006 (the "Issued and
Outstanding Shares").
As the general partner of Barington Companies Equity Partners, L.P.,
Barington Companies Investors, LLC may be deemed to beneficially own the 648,890
shares of Common Stock beneficially owned by Barington Companies Equity
Partners, L.P., constituting approximately 2.74% of the Issued and Outstanding
Shares. As of March 12, 2007, Barington Companies Offshore Fund, Ltd.
beneficially owns an aggregate of 251,750 shares of Common Stock, representing
approximately 1.06% of the Issued and Outstanding Shares. As the investment
advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors
II, LLC may be deemed to beneficially own the 251,750 shares of Common Stock
beneficially owned by Barington Companies Offshore Fund, Ltd., representing
approximately 1.06% of the Issued and Outstanding Shares. As of March 12, 2007,
Barington Capital Group, L.P. beneficially owns an aggregate of 1,069,135 shares
of Common Stock, representing approximately 4.51% of the Issued and Outstanding
Shares. As the majority member of Barington Companies Investors, LLC and
Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may also be
deemed to beneficially own the 648,890 shares of Common Stock beneficially owned
by Barington Companies Equity Partners, L.P. and the 251,750 shares of Common
Stock beneficially owned by Barington Companies Offshore Fund, Ltd.,
representing an aggregate of 1,969,775 shares of Common Stock, constituting
approximately
Page 12 of 29 Pages
8.31% of the Issued and Outstanding Shares. As the general partner of Barington
Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the
648,890 shares of Common Stock beneficially owned by Barington Companies Equity
Partners, L.P., the 251,750 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd. and the 1,069,135 shares of Common Stock
beneficially owned Barington Capital Group, L.P., representing an aggregate of
1,969,775 shares of Common Stock, constituting approximately 8.31% of the Issued
and Outstanding Shares. As the sole stockholder and director of LNA Capital
Corp., James A. Mitarotonda may be deemed to beneficially own the 648,890 shares
of Common Stock beneficially owned by Barington Companies Equity Partners, L.P.,
the 251,750 shares of Common Stock beneficially owned by Barington Companies
Offshore Fund, Ltd. and the 1,069,135 shares of Common Stock beneficially owned
by Barington Capital Group, L.P., representing an aggregate of 1,969,775 shares
of Common Stock, constituting approximately 8.31% of the Issued and Outstanding
Shares. James A. Mitarotonda has sole voting and dispositive power with respect
to the 648,890 shares of Common Stock beneficially owned by Barington Companies
Equity Partners, L.P., the 251,750 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd. and the 1,069,135 shares of Common Stock
beneficially owned by Barington Capital Group, L.P. by virtue of his authority
to vote and dispose of such shares. James A. Mitarotonda disclaims beneficial
ownership of any such shares except to the extent of his pecuniary interest
therein. Mr. Mitarotonda also beneficially owns stock options to purchase
643,000 shares of Common Stock of the Company exercisable within 60 days. As a
result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of
2,612,775 shares, constituting approximately 11.03% of the Issued and
Outstanding shares and approximately 10.74% of the Post-conversion Issued and
Outstanding Shares. Mr. Mitarotonda reports sole voting and dispositive power
with respect to the 643,000 shares subject to stock options.
The Reporting Entities do not believe that certain of the foregoing
information is called for by the Items of Schedule 13D and are disclosing it for
supplemental informational purposes only.
(b) Each of the Reporting Entities may be deemed to have sole voting and
dispositive power over the shares of Common Stock reported as beneficially owned
by such person by virtue of their respective positions as described in paragraph
(a).
(c) Information concerning all transactions in shares of Common Stock
effected by the Reporting Persons since the filing of the Statement are
described in Item 3 above.
Except as set forth above, each of the other Reporting Entities may be
deemed to have sole voting and dispositive power with respect to the shares each
reports as beneficially owned by such person, regardless of the fact that
multiple Reporting Entities within the same chain of ownership report sole
voting and dispositive power with respect to such shares. Each such Reporting
Entity reports sole voting and dispositive power with respect to such shares
based on such person's relationship to the other Reporting Entities within the
same chain of ownership. Except to the extent expressly stated herein, each
Reporting Entity disclaims beneficial ownership of any shares of Common Stock
beneficially owned by any other Reporting Entity.
Page 13 of 29 Pages
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Statement is hereby amended and supplemented as follows:
On February 20, 2007, Ramius Halifax Partners, L.P., Ramius Capital Group,
L.L.C., Ramius Securities, L.L.C., Starboard Value & Opportunity Fund, LLC,
Barington Capital Group, L.P. and Barington Companies Offshore Fund, Ltd.
entered into the Stock Purchase Agreement as further described in Item 3 of the
Statement. The Stock Purchase Agreement is attached as Exhibit 99.6 hereto and
is incorporated herein by reference.
Pursuant to a separate letter agreement dated February 26, 2007, Barington
has agreed to vote, and to cause its affiliates to vote, all of the shares of
the Company's Common Stock now owned or hereafter acquired by Barington and its
affiliates (which would include, without limitation, the shares of the Company
Common Stock acquired by the transactions disclosed in Item 3) in favor of the
transaction described in Item 4 above, in proportion to the votes of the other
stockholders of the Company. A copy of the letter agreement is attached as
Exhibit 99.7 hereto and incorporated herein by reference. The foregoing
description of the letter agreement is qualified in its entirety by reference to
such exhibit.
Item 7. Material to be Filed as Exhibits.
The information contained in Item 7 of the Statement is hereby amended and
supplemented as follows:
Exhibit No. Exhibit Description Page
--------------------------------------------------------------------------------
99.5 Agreement of Joint Filing among 18 to 19
Barington Companies Equity Partners,
L.P., Barington Companies Investors,
LLC, Barington Companies Offshore Fund,
Ltd., Barington Offshore Advisors II,
LLC, Barington Capital Group, L.P., LNA
Capital Corp. and James A. Mitarotonda
dated March 13, 2007 (which supersedes
and replaces the Agreement of Joint
Filing previously filed as Exhibit 99.3
to the Schedule 13D Amendment No. 4
filed with the SEC on January 11, 2007).
--------------------------------------------------------------------------------
99.6 Stock Purchase Agreement dated as of 20 to 28
February 20, 2007 by and among Ramius
Halifax Partners, L.P., Ramius Capital
Group, L.L.C., Ramius Securities,
L.L.C., Starboard Value & Opportunity
Fund, LLC, Barington Capital Group, L.P.
and Barington Companies Offshore Fund,
Ltd.
--------------------------------------------------------------------------------
99.7 Letter agreement between Barington 29
Capital Group, L.P. and the Company
dated February 26, 2007.
--------------------------------------------------------------------------------
Page 14 of 29 Pages
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: March 13, 2007
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
BARINGTON COMPANIES OFFSHORE FUND, LTD.
By: /s/ James A. Mitarotonda
--------------------------------------
Name: James A. Mitarotonda
Title: President
BARINGTON OFFSHORE ADVISORS II, LLC
By: /s/ James A. Mitarotonda
--------------------------------------
Name: James A. Mitarotonda
Title: Managing Member
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
Page 15 of 29 Pages
LNA CAPITAL CORP.
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
/s/ James A. Mitarotonda
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James A. Mitarotonda
Page 16 of 29 Pages
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda Chairman and Chief Executive 888 Seventh Avenue
Director and President Officer of Barington Capital 17th Floor
Group, L.P. New York, NY 10019
Sebastian E. Cassetta Senior Managing Director and 888 Seventh Avenue
Director Chief Operating Officer of 17th Floor
Barington Capital Group, L.P. New York, NY 10019
Jonathan Clipper Managing Director of 7 Reid Street, Suite 108
Director Bedford Management Ltd. Hamilton HM11, Bermuda
Graham Cook Director/Manager, Corporate Bison Court
Director Services of Byson Financial P.O. Box 3460
Services, Ltd. Road Town, Tortola
British Virgin Islands
Citigroup Fund Services, Ltd. Fund Administration Washington Mall 1, 3rd Flr.
Secretary 22 Church Street
Hamilton HM11, Bermuda
Melvyn Brunt Chief Financial Officer of 888 Seventh Avenue
Treasurer Barington Capital Group, L.P. 17th Floor
New York, NY 10019
Page 17 of 29 Pages
SCHEDULE II
Officers of LNA Capital Corp.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda Chairman and Chief Executive 888 Seventh Avenue
President and CEO Officer of Barington Capital 17th Floor
Group, L.P. New York, NY 10019
Sebastian E. Cassetta Senior Managing Director and 888 Seventh Avenue
Secretary Chief Operating Officer of 17th Floor
Barington Capital Group, L.P. New York, NY 10019
Melvyn Brunt Chief Financial Officer of 888 Seventh Avenue
Treasurer Barington Capital Group, L.P. 17th Floor
New York, NY 10019