UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Steven Madden, Ltd.
-------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
-----------------------------------------
(Title of Class of Securities)
556269108
---------
(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)
July 22, 2004
-------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
SCHEDULE 13D
CUSIP No. 556269108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 256,796
SHARES ----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 256,796
WITH ----------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,796
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 556269108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Offshore Fund, Ltd. (BVI)
--------------------------------------------------------------------------------
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
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 34,964
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 34,964
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,964
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 556269108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Parche, LLC 20-0870632
--------------------------------------------------------------------------------
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
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 81,978
SHARES ---------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ---------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 81,978
WITH ---------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,978
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.61%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 556269108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starboard Value & Opportunity Fund, LLC 37-1484524
--------------------------------------------------------------------------------
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
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 430,382
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 430,382
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,382
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.23%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 556269108
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RJG Capital Partners, LP 20-0133443
--------------------------------------------------------------------------------
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
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 8,600
SHARES -------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH -------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 8,600
WITH -------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.0001 per share (the "Common Stock"), of Steven Madden, Ltd.,
a Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 52-16 Barnett Avenue, Long Island City, New York 11104.
Item 2. Identity and Background.
(a) - (c) This statement is being filed by Barington Companies Equity
Partners, L.P., Barington Companies Offshore Fund, Ltd., Parche, LLC, Starboard
Value & Opportunity Fund, LLC and RJG Capital Partners, LP (each, a "Reporting
Entity" and, collectively, the "Reporting Entities").
As of the date of this filing, the Reporting Entities are the beneficial
owners of, in the aggregate, 812,720 shares of Common Stock, representing
approximately 6.1% of the shares of Common Stock presently outstanding.
Barington Companies Equity Partners, L.P. is a Delaware limited
partnership formed to engage in the business of acquiring, holding and disposing
of investments in various companies. The address of the principal offices of
Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New
York, New York 10019.
Barington Companies Offshore Fund, Ltd. (BVI) is a limited company
organized under the laws of the British Virgin Islands formed to engage in the
business of acquiring, holding and disposing of investments in various
companies. The address of the principal offices of Barington Companies Offshore
Fund, Ltd. (BVI) is c/o Bison Financial Services Ltd., Bison Court, Road Town,
Tortola, British Virgin Islands. The officers and directors of Barington
Companies Offshore Fund, Ltd. (BVI) 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 formed to be the general partner of Barington
Companies Equity Partners, L.P. The address of the principal offices 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. The business address of Mr. Mitarotonda is c/o Barington Capital
Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington Companies Investors, LLC is a majority-owned subsidiary of
Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York
limited partnership formed to engage in the business of acquiring, holding and
disposing of investments in various companies. The address of the principal
business and principal offices of Barington Capital Group, L.P. is 888 Seventh
Avenue, 17th Floor, New York, New York 10019.
Barington Capital Group, L.P. is also the Managing Member of Barington
Companies Advisors, LLC, the investment advisor of Barington Companies Offshore
Fund, Ltd. (BVI), which has voting power with respect to the shares owned by
Barington Companies Offshore Fund, Ltd. (BVI). The address of the principal
offices of Barington Companies Advisors, LLC 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 formed to be the general partner of
Barington Capital Group, L.P. The address of the principal business and
principal offices 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 of LNA Capital Corp.
Each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is a
Delaware limited liability company 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 address of the
principal offices of Starboard Value & Opportunity Fund, LLC and Parche, LLC is
666 Third Avenue, 26th Floor, New York, New York 10017.
The Managing Member of each of Starboard Value & Opportunity Fund, LLC and
Parche, LLC is Admiral Advisors, LLC, a Delaware limited liability company
formed to be the managing member of Parche, LLC and Starboard Value &
Opportunity Fund, LLC. The address of the principal offices of Admiral Advisors,
LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. The sole member
of Admiral Advisors, LLC is Ramius Capital Group, LLC. Ramius Capital Group, LLC
is a Delaware limited liability company that is engaged in money management and
investment advisory services for third parties and proprietary accounts. The
address of the principal offices of Ramius Capital Group, LLC is 666 Third
Avenue, 26th Floor, New York, New York 10017. The Managing Member of Ramius
Capital Group, LLC is C4S & Co., LLC, a Delaware limited liability company
formed to be the managing member of Ramius Capital Group, LLC. The address of
the principal offices of C4S & Co., LLC is 666 Third Avenue, 26th Floor, New
York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M.
Solomon and Thomas W. Strauss is a Managing Member of C4S & Co., LLC. The
business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666
Third Avenue, 26th Floor, New York, New York 10017.
RJG Capital Partners, LP is a Delaware limited partnership formed to
engage in the business of acquiring, holding and disposing of investments in
various companies. The address of the principal offices of RJG Capital Partners,
LP is 11517 West Hill Drive, North Bethesda, Maryland 20852.
The general partner of RJG Capital Partners, LP is RJG Capital Management,
LLC. RJG Capital Management, LLC is a Delaware limited liability company formed
to be the general partner of RJG Capital Partners, LP. The address of the
principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North
Bethesda, Maryland 20852. Ronald Gross is the Managing Member of RJG Capital
Management, LLC. The business address of Mr. Gross is c/o RJG Capital
Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.
(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.
Item 3. Source and Amount of Funds or Other Consideration.
All purchases of Common Stock by the Reporting Entities were made in open
market transactions described in the attached Schedule II. All such purchases of
Common Stock were funded by working capital, which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business.
The amount of the funds expended for such purchases was $4,906,534.26 by
Barington Companies Equity Partners, L.P., $670,012.68 by Barington Companies
Offshore Fund Ltd. (BVI), $1,525,369.40 by Parche, LLC, $8,056,102.87 by
Starboard Value & Opportunity Fund, LLC and $165,861.22 by RJG Capital Partners,
LP.
Item 4. Purpose of Transaction.
Each of the Reporting Entities acquired beneficial ownership of the shares
of Common Stock to which this Statement relates in order to obtain a significant
equity position in the Company, the Common Stock of which, in the opinion of the
Reporting Entities, is undervalued. The Reporting Entities intend to seek to
meet with the Company's management and Board of Directors to discuss measures to
maximize stockholder value, including, but not limited to, the following:
(a) Initiating the payment of an annual dividend. Given the
Company's demonstrated ability to generate cash from operations, the
Reporting Entities believe that the Company could easily enact an annual
dividend without limiting the ability of the Company to finance its
plans for retail expansion. Many other companies in the footwear
industry pay an annual dividend, including Nike, Reebok, K-Swiss,
Saucony, Wolverine, Stride Rite, Weyco, Brown Shoe and Kenneth Cole. At
the current stock price of roughly $17.50 per share, a dividend of 2.0%
would translate into annual payments of approximately $4.7 million, less
than 25% of the Company's net income in fiscal year 2003.
(b) Utilizing a portion of the Company's $67.3 million in cash and
marketable securities (as reported in the Company's press release dated
July 27, 2004) to finance the repurchase of Common Stock under the
Company's existing stock repurchase program. While the Company announced
in its July 22, 2004 press release that it had repurchased 85,200 shares
of Common Stock during the second quarter of 2004, this represented, to
our knowledge, the only share repurchase between January 1, 2001 and
June 30, 2004. The Reporting Entities believe that it would be a
productive use of the Company's capital to repurchase the Company's
Common Stock more aggressively at current trading levels.
(c) Moderating the issuance of stock options. As reported in the
Company's Form 10-K for the year ended December 31, 2003, the Company
had 2,274,475 options outstanding as of March 4, 2004, or approximately
17% of the 13,323,905 total shares
outstanding as of March 9, 2004, as reported in the same Company filing.
The Reporting Entities believe that this percentage is materially higher
than that found at many other footwear companies and are concerned by
the fact that the Company's diluted weighted average common shares
outstanding has increased approximately 9% from fiscal year 2001 to
fiscal year 2003.
(d) Taking action to improve the merchandising strategy of the
Company, particularly with regard to weakness at Madden Women's, l.e.i.,
Madden Men's and Stevies.
(e) Addressing escalating operating expenses, which have increased
as a percentage of sales (relative to the quarter for the prior year) in
each of the last three quarters.
(f) Concurrent with the above measures, exploring strategic
discussions with potential acquirers in order to determine whether the
acquisition value of the Company materially exceeds the current trading
value.
The Reporting Entities consider their equity position to be for investment
purposes. The Reporting Entities may consider seeking to obtain representation
on the Company's Board of Directors in the future.
Each of the Reporting Entities may acquire additional shares or other
securities of the Company or sell or otherwise dispose of any or all of the
shares or other securities of the Company beneficially owned by it. The
Reporting Entities may also take any other action with respect to the Company or
any of its debt or equity securities in any manner permitted by law.
Except as set forth in this Item 4, none of the Reporting Entities have
any present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Barington Companies Equity Partners, L.P.
beneficially owns an aggregate of 256,796 shares of Common Stock, representing
approximately 1.93% of the shares of Common Stock presently outstanding based
upon based upon the 13,333,905 shares of Common Stock reported by the Company to
be issued and outstanding as of May 3, 2004 in its Form 10-K filed with the
Securities and Exchange Commission on May 7, 2004 (the "Issued and Outstanding
Shares").
As of the date hereof, Barington Companies Offshore Fund, Ltd. (BVI)
beneficially owns an aggregate of 34,964 shares of Common Stock, representing
approximately 0.26% of the shares of Common Stock presently outstanding based
upon the Issued and Outstanding Shares.
As of the date hereof, Parche, LLC beneficially owns an aggregate of
81,978 shares of Common Stock, representing approximately 0.61% of the shares of
Common Stock presently outstanding based upon the Issued and Outstanding Shares.
As of the date hereof, Starboard Value & Opportunity Fund, LLC
beneficially owns an aggregate of 430,382 shares of Common Stock, representing
approximately 3.23% of the outstanding shares of Common Stock based upon the
Issued and Outstanding Shares.
As of the date hereof, RJG Capital Partners, LP beneficially owns an
aggregate of 8,600 shares of Common Stock, representing approximately 0.06% of
the outstanding shares of Common Stock based upon the Issued and Outstanding
Shares.
(b) Each of the Reporting Entities has sole voting and dispositive power
over the shares of Common Stock reported as beneficially owned by it.
(c) Except as set forth above or in the attached Schedule II, no person
identified in Item 2 hereof has effected any transaction in shares of such
Common Stock during the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
Barington Capital Group, L.P. or one or more of its affiliates expect to
receive from Starboard Value & Opportunity Fund, LLC and Parche, LLC a fee with
respect to certain profits those entities may derive from their investment in
the Common Stock of the Company. An agreement between the parties with respect
to the foregoing has not yet been formalized.
Item 7. Material to be Filed as Exhibits.
99.1 Agreement of Joint Filing among Barington Companies Equity
Partners, L.P., Barington Companies Offshore Fund, Ltd.
(BVI), Parche, LLC, Starboard Value & Opportunity Fund, LLC
and RJG Capital Partners, LP dated July 30, 2004.
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: July 30, 2004
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC, its
general partner
By: /s/ James A. Mitarotonda
----------------------------------------
Name: James A. Mitarotonda
Title: Manager
BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI)
By: /s/ James A. Mitarotonda
----------------------------------------
Name: James A. Mitarotonda
Title: Manager
PARCHE, LLC
By: Admiral Advisors, LLC, its managing member
By: /s/ Jeffrey M. Solomon
----------------------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
STARBOARD VALUE & OPPORTUNITY FUND, LLC
By: Admiral Advisors, LLC, its managing member
By: /s/ Jeffrey M. Solomon
----------------------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
RJG CAPITAL PARTNERS, LP
By: RJG Capital Management, LLC, its general
partner
By: /s/ Ronald J. Gross
----------------------------------------
Name: Ronald J. Gross
Title: Managing Member
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd. (BVI)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda Chairman of Barington 888 Seventh Avenue
Director and President Capital Group, L.P. 17th Floor
New York, NY 10019
Sebastian E. Cassetta Executive Vice President and 888 Seventh Avenue
Director Chief Operative Officer of 17th Floor
Barington Capital Group, L.P. New York, NY 10019
Edith Conyers General Manager of Forum Washington Mall 1, 3rd Flr.
Director Fund Services, Ltd. 22 Church Street
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
Forum 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
SCHEDULE II
This schedule sets forth information with respect to each purchase of
Common Stock which was effectuated by a Reporting Entity during the past 60
days. All transactions were effectuated in the open market through a broker.
Shares purchased by Barington Companies Equity Partners, L.P.
Number of
Date Shares Price Per Share Cost(1)
---- --------- --------------- -----------
6/25/04 6,666 19.4691 $130,114.32
7/1/04 8,214 19.7835 $162,748.09
7/2/04 1,280 19.7756 $25,351.30
7/6/04 6,000 19.6035 $117,801.00
7/7/04 2,000 19.5484 $39,156.60
7/8/04 6,000 19.442 $116,832.00
7/12/04 1,474 19.506 $28,796.36
7/13/04 2,400 19.691 $47,330.64
7/14/04 19,500 19.9434 $389,481.30
7/15/04 41,985 19.6984 $828,296.87
7/16/04 78,085 19.1356 $1,496,772.00
7/19/04 11,750 18.4187 $216,772.23
7/20/04 3,525 18.9595 $66,937.99
7/21/04 1,387 18.6166 $25,862.83
7/22/04 5,170 16.5546 $85,742.38
7/23/04 1,316 16.9471 $22,341.86
7/26/04 1,974 16.9732 $33,505.10
7/27/04 4,935 17.451 $86,120.69
7/28/04 8,178 17.434 $142,575.25
7/29/04 2,500 17.9402 $44,850.50
--------------
(1) Excludes commissions and other execution-related costs.
Shares purchased by Barington Companies Offshore Fund, Ltd.
Number of
Date Shares Price Per Share Cost(2)
---- --------- --------------- -----------
6/25/04 1,667 19.4691 $32,538.34
7/1/04 2,053 19.7835 $40,677.12
7/2/04 320 19.7756 $6,337.82
7/6/04 1,500 19.6035 $29,450.25
7/7/04 500 19.5484 $9,789.15
7/8/04 1,500 19.442 $29,208.00
7/12/04 369 19.506 $7,208.86
7/13/04 600 19.691 $11,832.66
7/15/04 4,665 19.6984 $92,032.99
7/16/04 8,676 19.1356 $166,305.91
7/29/04 2,500 17.9402 $44,850.50
--------------
(2) Excludes commissions and other execution-related costs.
Shares purchased by Parche, LLC
Number of
Date Shares Price Per Share Cost(3)
---- --------- --------------- -----------
7/20/04 59,444 $19.00 $1,129,436.00
7/21/04 722 $18.6167 $13,441.23
7/22/04 2,693 $16.5546 $44,581.55
7/23/04 685 $16.9470 $11,608.70
7/26/04 1,028 $16.9732 $17,448.45
7/27/04 2,570 $17.451 $44,849.07
7/28/04 4,260 $17.434 $74,268.84
7/29/04 10,576 17.9402 $189,735.56
---------------
(3) Excludes commissions and other execution-related costs.
Shares purchased by Starboard Value & Opportunity Fund, LLC
Number of
Date Shares Price Per Share Cost(4)
---- --------- --------------- -----------
6/25/04 14,000 $19.4691 $272,566.99
7/1/04 17,248 $19.7835 $341,226.14
7/2/04 2,688 $19.7756 $53,156.88
7/6/04 6,300 $19.6035 $123,501.84
7/7/04 2,100 $19.5484 $41,051.64
7/8/04 6,300 $19.4420 $122,484.60
7/12/04 1,549 $19.5060 $30,214.74
7/13/04 2,520 $19.6910 $49,621.32
7/14/04 16,380 $19.9434 $326,672.64
7/15/04 37,212 $19.7000 $733,076.40
7/15/04 1,974 $19.6689 $38,826.48
7/16/04 21,000 $18.9000 $396,900.00
7/16/04 51,879 $19.2310 $997,685.22
7/19/04 32,130 $18.4187 $591,792.60
7/20/04 9,639 $18.9595 $182,750.40
7/21/04 3,791 $18.6167 $70,575.77
7/22/04 14,137 $16.5546 $234,032.45
7/23/04 3,599 $16.9470 $60,992.30
7/26/04 5,398 $16.9732 $91,621.33
7/27/04 13,495 $17.451 $235,501.25
7/28/04 22,362 $17.434 $389,859.11
7/29/04 55,524 $17.9402 $996,111.67
----------------
(4) Excludes commissions and other execution-related costs.
Shares purchased by RJG Capital Partners, LP
Number of
Date Shares Price Per Share Cost(5)
---- --------- --------------- -----------
7/02/04 500 $19.736 $9,868.00
7/06/04 1,700 $19.6198 $33,353.66
7/07/04 1,000 $19.546 $19,546.00
7/08/04 1,000 $19.422 $19,422.00
7/12/04 500 $19.56 $9,780.00
7/16/04 2,500 $19.223 $48,057.50
7/19/04 1,400 $18.4529 $25,834.06
---------------
(5) Excludes commissions and other execution-related costs.