UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Amendment No. 4
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Lone Star Steakhouse & Saloon, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
542307103
(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)
October 31, 2006
(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. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Barington Companies Equity Partners, L.P. |
13-4088890 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
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(b) |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS* |
WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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|||||
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NUMBER
OF
|
7 |
SOLE VOTING POWER |
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515,463 | |||||||
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8 |
SHARED VOTING POWER |
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none |
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9 |
SOLE DISPOSITIVE POWER |
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515,463 |
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10 |
SHARED DISPOSITIVE POWER |
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none |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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515,463 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.40% |
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14 |
TYPE OF REPORTING PERSON* |
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PN |
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SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
Barington Investments, L.P. |
20-2871525 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
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(b) |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS* |
WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER
OF
|
7 |
SOLE VOTING POWER |
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284,887 | |||||||
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8 |
SHARED VOTING POWER |
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none |
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||
9 |
SOLE DISPOSITIVE POWER |
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284,887 |
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10 |
SHARED DISPOSITIVE POWER |
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none |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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284,887 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.33% |
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14 |
TYPE OF REPORTING PERSON* |
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PN |
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SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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||||
|
Barington Companies Advisors, LLC |
20-0327470 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
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(b) |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS* |
OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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||||
Delaware |
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NUMBER
OF
|
7 |
SOLE VOTING POWER |
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284,887 | |||||||
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||
8 |
SHARED VOTING POWER |
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||||
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515,463 |
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|||
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|
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|
||
9 |
SOLE DISPOSITIVE POWER |
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||||
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284,887 |
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|||
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10 |
SHARED DISPOSITIVE POWER |
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||||
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|
515,463 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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800,350 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.73% |
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14 |
TYPE OF REPORTING PERSON* |
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IA, OO |
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SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
||||
|
Barington Companies Investors, LLC |
13-4126527 |
|||||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
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(b) |
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3 |
SEC USE ONLY |
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||||
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|
4 |
SOURCE OF FUNDS* |
OO |
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|||
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|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
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NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
515,463 |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
515,463 |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
515,463 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
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|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
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|
|
2.40% |
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14 |
TYPE OF REPORTING PERSON* |
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||||
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|
OO |
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SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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|
||||
|
Barington Companies Offshore Fund, Ltd. |
|
|||||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
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|
(b) |
||
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|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
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|
|
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|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
||||
British Virgin Islands |
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|||||
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NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
998,565 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
998,565 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
998,565 |
|
|
|
|
|
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|
|
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|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.66% |
|
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|
14 |
TYPE OF REPORTING PERSON* |
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|
||||
|
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|
CO |
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SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Benchmark Opportunitas Fund plc |
|
|||||
|
|
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
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|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
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|
|
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Ireland |
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|||||
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|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
40,000 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
40,000 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.19% |
|
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|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
CO |
|
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|
|
|
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|
|
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|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Barington Offshore Advisors, LLC |
20-4797640 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
1,038,565 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,038,565 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,038,565 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
4.85% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
IA, OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Barington Capital Group, L.P. |
13-3635132 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
New York |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
1,838,915 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,838,915 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,838,915 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
8.58% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
LNA Capital Corp. |
13-3635168 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
1,838,915 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,838,915 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,838,915 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
8.58% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
James Mitarotonda |
||||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
United States |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
1,838,915 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
1,838,915 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
1,838,915 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
8.58% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
RJG Capital Partners, L.P. |
20-0133443 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
3,600 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
3,600 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
3,600 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.02% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
RJG Capital Management, LLC |
20-0027325 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
3,600 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
3,600 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
3,600 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.02% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Ronald Gross |
|
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
United States |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
3,600 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
3,600 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
3,600 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.02% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
D.B. Zwirn Special Opportunities Fund, L.P. |
73-1637217 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
68,916 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
68,916 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
68,916 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.32% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
D.B. Zwirn Special Opportunities Fund (TE), L.P. |
20-0024165 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
none |
|||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
D.B. Zwirn Special Opportunities Fund, Ltd. |
|
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Cayman Islands |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
131,927 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
131,927 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
131,927 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.62% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
The Coast Fund, L.P. |
|
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
WC |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Cayman Islands |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
none | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
D.B. Zwirn & Co., L.P. |
02-0597442 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
200,843 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
200,843 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
200,843 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.94% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
DBZ GP, LLC |
42-1657316 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
200,843 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
200,843 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
200,843 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.94% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Zwirn Holdings, LLC |
30-0080444 |
|||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
Delaware |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
200,843 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
200,843 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
200,843 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.94% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 542307103
1 |
NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
||||
|
Daniel B. Zwirn |
||||||
|
|
|
|
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
|||||
|
|
|
|
|
(b) |
||
|
|
|
|
|
|
|
|
3 |
SEC USE ONLY |
|
|
||||
|
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS* |
OO |
|
|
|||
|
|
|
|
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
|||||
|
|
|
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
||||
United States |
|
|
|||||
|
|
|
|
|
|
|
|
NUMBER
OF
|
7 |
SOLE VOTING POWER |
|
|
|||
200,843 | |||||||
|
|
|
|
|
|
||
8 |
SHARED VOTING POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
||
9 |
SOLE DISPOSITIVE POWER |
|
|
||||
|
|
200,843 |
|
|
|||
|
|
|
|
|
|
||
10 |
SHARED DISPOSITIVE POWER |
|
|
||||
|
|
none |
|
|
|||
|
|
|
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
||||
|
|
|
|
200,843 |
|
|
|
|
|
|
|
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
||||
|
|
|
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
||||
|
|
|
|
0.94% |
|
|
|
|
|
|
|
|
|
|
|
14 |
TYPE OF REPORTING PERSON* |
|
|
||||
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 8, 2006, as amended by that Amendment No. 1 filed with the SEC on May 25, 2006, that Amendment No. 2 filed with the SEC on June 20, 2006 and that Amendment No. 3 filed with the SEC on August 30, 2006 (together, the Statement) by and on behalf of Barington Companies Equity Partners, L.P. (Barington) and others with respect to the common stock, par value $0.01 per share (the Common Stock), of Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the Company). The principal executive offices of the Company are located at 224 East Douglas Avenue, Suite 700, Wichita, Kansas 67202.
Item 2. Identity and Background.
Item 2(a)-(c) of the Statement is hereby amended and restated as follows:
(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a Reporting Entity and, collectively, the Reporting Entities). The Statement is also being filed by D.B. Zwirn Special Opportunities Fund (TE), L.P. and The Coast Fund, L.P., which are no longer members of the group as further described in this Item 2.
As of October 31, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 2,043,358 shares of Common Stock, representing approximately 9.53% of the shares of Common Stock presently outstanding.
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 Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, 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.
Benchmark Opportunitas Fund plc is a public limited company incorporated under the law of Ireland as an investment company. The principal business of Benchmark Opportunitas Fund plc is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Benchmark Opportunitas Fund plc is Styne House, 2nd Floor, Upper Hatch Street, Dublin 2, Ireland. The directors of Benchmark Opportunitas Fund plc and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2.
The investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.
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.
The investment advisor of Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.
Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors, 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 Capital Corp. and their principal occupations and business addresses are set forth on Schedule III 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.
RJG Capital 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 RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.
The general partner of RJG Capital Partners, L.P. 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, L.P. 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.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited partnership formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151.
D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West Indies. There are no officers of D.B. Zwirn Special Opportunities Fund, Ltd. The directors of D.B. Zwirn Special Opportunities Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2.
The manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd. is D.B. Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership that acts as the manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd. The address of the principal business and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the general partner of D.B. Zwirn & Co., L.P. The address of the principal business and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.
The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn Holdings, LLC is a Delaware limited liability company that acts as the managing member of DBZ GP, LLC. The address of the principal business and principal office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New York, New York 10151.
As a result of the transactions described in Item 3 below, D.B. Zwirn Special Opportunities Fund (TE), L.P. and The Coast Fund, L.P. are no longer beneficial owners of shares of Common Stock and will not be included in future amendments to this Schedule 13D.
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. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
Item 2(d)-(f) of the Statement is hereby amended and restated as follows:
(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. and Alison Nolan, a director of D.B. Zwirn Special Opportunities Fund, Ltd., each of whom is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jim Cleary and Carl OSullivan, directors of Benchmark Opportunitas Fund plc, each of whom is a citizen of Ireland, and Andreas Jeschko and Karen Kisling, directors of Benchmark Opportunitas Fund plc, each of whom is a citizen of Austria.
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:
On August 28, 2006, D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd. purchased an aggregate of 16,740 shares of Common Stock from The Coast Fund, L.P. The amount of funds expended for such purchases was approximately $176,899.41 by D.B. Zwirn Special Opportunities Fund, L.P. and $288,639.99 by D.B. Zwirn Special Opportunities Fund Ltd. On October 13, 2006, D.B. Zwirn Special Opportunities Fund, Ltd. purchased an aggregate of 9,738 shares of Common Stock from D.B. Zwirn Special Opportunities Fund (TE), L.P. The amount of funds expended for such purchase was approximately $275,682.78 by D.B. Zwirn Special Opportunities Fund Ltd. On October 31, 2006, Benchmark Opportunitas Fund plc purchased an aggregate of 40,000 shares of Common Stock. The amount of funds expended for such purchase was approximately $1,090,388.00 by Benchmark Opportunitas Fund plc.
All purchases of Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All transactions effected since the filing of the Statement are described on Schedule V attached hereto. 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.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented as follows:
On October 31, 2006, James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P. (BCG), sent a letter to the Board of Directors of the Company. The letter states that BCG continues to believe that the merger consideration fails to adequately reflect the value of the Company, including its extensive real estate assets and upscale Sullivans and Del Friscos restaurant brands, and that BCG intends to vote against the merger and may seek appraisal rights in connection with the transaction. A copy of the letter is attached as Exhibit 99.6 hereto and incorporated herein by reference. The foregoing description of the letter is qualified in its entirety by reference to such exhibit.
Item 5. Interest in Securities of the Issuer.
Items 5(a) (b) of the Statement are hereby amended and restated as follows:
(a) As of October 31, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 515,463 shares of Common Stock, representing approximately 2.40% of the shares of Common Stock presently outstanding based upon the 21,434,908 shares of Common Stock reported by the Company to be issued and outstanding as of October 17, 2006 in its Schedule 14A filed with the Securities and Exchange Commission on October 23, 2006 (the Issued and Outstanding Shares).
As of October 31, 2006, Barington Investments, L.P. beneficially owns 284,887 shares of Common Stock, constituting approximately 1.33% of the Issued and Outstanding Shares. As of October 31, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 998,565 shares of Common Stock, constituting approximately 4.66% of the Issued and Outstanding Shares. As of October 31, 2006, Benchmark Opportunitas Fund plc beneficially owns 40,000 shares of Common Stock, constituting approximately 0.19% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 800,350 shares, constituting approximately 3.73% of 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 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 2.40% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC may be deemed to beneficially own the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 40,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,038,565 shares, constituting approximately 4.85% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 40,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,838,915 shares, constituting approximately 8.58% 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 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 40,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,838,915 shares of Common Stock, constituting approximately 8.58% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 40,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,838,915 shares of Common Stock, constituting approximately 8.58% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 515,463 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 284,887 shares of Common Stock beneficially owned by Barington Investments, L.P., the 998,565 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 40,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
As of October 31, 2006, RJG Capital Partners, L.P. beneficially owns 3,600 shares of Common Stock, constituting approximately 0.02% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 3,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 3,600 shares owned by RJG Capital Partners, L.P., constituting approximately 0.02% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 3,600 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
As of October 31, 2006, D.B. Zwirn Special Opportunities Fund, L.P. beneficially owns 68,916 shares of Common Stock, constituting approximately 0.32% of the Issued and Outstanding Shares. As of October 31, 2006, D.B. Zwirn Special Opportunities Fund, Ltd. beneficially owns 131,927 shares of Common Stock, constituting approximately 0.62% of the Issued and Outstanding Shares.
As the manager of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund, Ltd., D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 68,916 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., and the 131,927 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd., representing an aggregate of 200,843 shares, constituting approximately 0.94% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(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), except that Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P.
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 persons 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.
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
Exhibit No. |
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Exhibit Description |
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99.5 |
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Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., The Coast Fund, L.P., D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated November 1, 2006 (which supersedes and replaces the Agreement of Joint Filing previously filed as Exhibit 99.3 to the Schedule 13D filed with the SEC on August 30, 2006). |
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99.6 |
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Letter, dated October 31, 2006, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P. to the Board of Directors of the Company. |
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: November 1, 2006
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BARINGTON COMPANIES EQUITY |
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By:
Barington Companies Investors, LLC, its |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON INVESTMENTS, L.P. |
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By: Barington Companies Advisors, LLC, |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES ADVISORS, LLC |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES INVESTORS, LLC | |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Managing Member |
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BARINGTON COMPANIES OFFSHORE FUND, LTD. | |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
President |
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BENCHMARK OPPORTUNITAS FUND PLC | |
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By: Barington Offshore Advisors, LLC | |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Authorized Signatory |
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BARINGTON OFFSHORE ADVISORS, LLC | |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
Authorized Signatory |
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BARINGTON CAPITAL GROUP, L.P. |
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By: LNA Capital Corp., its general partner |
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By: |
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Name: |
James A. Mitarotonda |
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Title: |
President and CEO |
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LNA CAPITAL CORP. |
By: |
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Name: |
James A. Mitarotonda |
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Title: |
President and CEO |
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James A. Mitarotonda |
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RJG CAPITAL PARTNERS, L.P. | |
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By: RJG Capital Management, LLC, its general partner | |
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By: |
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Name: |
Ronald J. Gross |
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Title: |
Managing Member |
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RJG CAPITAL MANAGEMENT, LLC | |
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By: |
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Name: |
Ronald J. Gross |
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Title: |
Managing Member |
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/s/ Ronald J. Gross |
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Ronald J. Gross |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. |
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By:
D.B. ZWIRN PARTNERS, LLC, |
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By: ZWIRN HOLDINGS, LLC, |
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its managing member |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B.
ZWIRN SPECIAL OPPORTUNITIES |
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By:
D.B. ZWIRN PARTNERS, LLC, |
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By:
ZWIRN HOLDINGS, LLC, |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. |
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By: D.B. Zwirn & Co., L.P., its manager |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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THE COAST FUND, L.P. |
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By: D.B. Zwirn & Co., L.P., its manager |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: |
/s/ Daniel B. Zwirn |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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D.B. ZWIRN & CO., L.P. |
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By: DBZ GP, LLC, its general partner |
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By: Zwirn Holdings, LLC, its managing member |
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By: |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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DBZ GP, LLC |
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By: Zwirn Holdings, LLC, its managing member |
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By: |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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ZWIRN HOLDINGS, LLC |
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By: |
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Name: |
Daniel B. Zwirn |
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Title: |
Managing Member |
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/s/ Daniel B. Zwirn |
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Daniel B. Zwirn |
SCHEDULE I
Directors and Officers of Barington Companies Offshore Fund, Ltd.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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James
A. Mitarotonda |
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Chairman
and Chief Executive |
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888
Seventh Avenue |
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Sebastian
E. Cassetta |
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Senior
Managing Director and |
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888
Seventh Avenue |
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Jonathan
Clipper |
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Managing
Director of |
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7
Reid Street, Suite 108 |
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Graham
Cook |
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Director/Manager,
Corporate |
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Bison
Court |
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Forum
Fund Services, Ltd. |
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Fund Administration |
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Washington
Mall 1, 3rd Flr. |
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Melvyn
Brunt |
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Chief
Financial Officer of |
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888
Seventh Avenue |
SCHEDULE II
Directors of Benchmark Opportunitas Fund plc
Name and Position |
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Principal Occupation |
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Principal Business Address |
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Sebastian
Cassetta |
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Senior
Managing Director and |
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888
Seventh Avenue |
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Jim
Cleary |
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Principal of Cleary Consulting |
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Oriel,
25 Revington Park, |
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Andreas
Jeschko |
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Chief
Executive Officer of |
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23
Regent House, |
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Karin
Kisling |
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Chief
Investment Officer of |
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23
Regent House, |
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Carl
OSullivan |
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Partner, Arthur Cox |
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Earlsfort
Centre |
SCHEDULE III
Officers of LNA Capital Corp.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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James
A. Mitarotonda |
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Chairman
and Chief Executive |
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888
Seventh Avenue |
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Sebastian
E. Cassetta |
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Senior
Managing Director and |
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888
Seventh Avenue |
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Melvyn
Brunt |
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Chief
Financial Officer of |
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888
Seventh Avenue |
SCHEDULE IV
Directors of D.B. Zwirn Special Opportunities Fund, Ltd.
Name and Position |
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Principal Occupation |
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Principal Business Address |
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Daniel
B. Zwirn |
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Managing
Partner of D.B. Zwirn |
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745
Fifth Avenue |
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Alison
Nolan |
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Managing
Director of Athena |
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Ugland
House, 113 South |
SCHEDULE V
This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in open market transactions.
Shares purchased by Benchmark Opportunitas Fund plc
Date |
Number of |
Price Per Share |
Cost(*) |
10/31/2006 |
40,000 |
$27.2597 |
$1,090,388.00 |
Shares purchased by D.B. Zwirn Special Opportunities Fund, L.P.
Date |
Number
of |
Price Per Share |
Cost(*) |
08/28/2006 |
6,361 |
$27.81 |
$176,899.41 |
Shares sold by D.B. Zwirn Special Opportunities Fund (TE), L.P. |
Date |
Number
of |
Price Per Share |
Cost(*) |
10/13/2006 |
(9,738) |
$28.31 |
$(275,682.78) |
Shares purchased by D.B. Zwirn Special Opportunities Fund, Ltd. |
Date |
Number
of |
Price Per Share |
Cost(*) |
08/28/2006 |
10,379 |
$27.81 |
$288,639.99 |
10/13/2006 |
9,738 |
$28.31 |
$275,682.78 |
Shares sold by The Coast Fund, L.P.
Date |
Number
of |
Price Per Share |
Cost(*) |
08/28/2006 |
(16,740) |
$27.81 |
$(465,539.40) |
(*) Excludes commissions and other execution-related costs.