SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Ethan Allen Interiors Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

297602104

(CUSIP Number)
 
 

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 12, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 27 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 2 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Master Investments 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,074,894 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,074,894 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,074,894 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.8%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 3 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,074,894 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,074,894 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,074,894 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.8%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 4 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Holdings Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,074,894 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,074,894 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,074,894 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.8%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 5 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Offshore Holdings, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,074,894 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,074,894 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,074,894 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.8%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 297602104SCHEDULE 13DPage 6 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

278,970 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

278,970 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

278,970 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

1.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 297602104SCHEDULE 13DPage 7 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Intermediate Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

278,970 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

278,970 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

278,970 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

1.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 8 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Master 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

278,970 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

278,970 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

278,970 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

1.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 297602104SCHEDULE 13DPage 9 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

193,898 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

193,898 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

193,898 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.7%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 10 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Equity Event and Arbitrage Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

16,092 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

16,092 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

16,092 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.1%

14

TYPE OF REPORTING PERSON

IV

         

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 11 of 27 Pages

 

 

1

NAME OF REPORTING PERSONS

Sandell Investment Services, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

193,898 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

193,898 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

193,898 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.7%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 12 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Pulteney Street Partners, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

8,404 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

8,404 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,404 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 13 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,378,360 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,378,360 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,378,360 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

4.9%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 14 of 27 Pages

 

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,572,258 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,572,258 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,572,258 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

5.5%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 297602104SCHEDULE 13DPage 15 of 27 Pages

 

Item 1. SECURITY AND ISSUER
 
This statement relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Ethan Allen Interiors Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at Ethan Allen Drive, Danbury, CT  06811.

 

 

Item 2. IDENTITY AND BACKGROUND

 

(a) This statement is filed by (i) Castlerigg Master Investments, Ltd., a British Virgin Islands company (“Castlerigg Master Investment”); (ii) Castlerigg International Limited, a British Virgin Islands company (“Castlerigg International”); (iii) Castlerigg International Holdings Limited, a British Virgin Islands company (“Castlerigg Holdings”); (iv) Castlerigg Offshore Holdings, Ltd., a Cayman Islands exempted company (“Castlerigg Offshore Holdings”); (v) Castlerigg Active Investment Fund, Ltd., a British Virgin Islands company (“CAI Fund”); (vi) Castlerigg Active Investment Intermediate Fund, L.P., a British Virgin Islands limited partnership (“CAI Intermediate”); (vii) Castlerigg Active Investment Master Fund, Ltd., a British Virgin Islands company (“CAI Master”); (viii) Merrill Lynch Investment Solutions SICAV, a société d’investissement à capital variable organized under the laws of the Grand-Duchy of Luxembourg (“MLIS”); (ix) Castlerigg Equity Event and Arbitrage Fund (“CEEAF”), a series of ALTMFX Trust, an investment company registered under section 8 of the Investment Company Act of 1940, as amended; (x) Sandell Investment Services, L.L.C., a Delaware limited liability company (“SIS”); (xi) Pulteney Street Partners, L.P., a Delaware limited partnership (“Pulteney Partners”); (xii) Sandell Asset Management Corp., a Cayman Islands exempted company (“SAMC”); and (xiii) Thomas E. Sandell, a citizen of Sweden, who serves as Chief Executive Officer of SAMC (“Mr. Sandell” and together with Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CAI Fund, CAI Intermediate, CAI Master, MLIS, CEEAF, SIS, Pulteney Partners and SAMC, the “Reporting Persons”).

(b) The principal business address of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CAI Fund, CAI Intermediate and CAI Master is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. The principal business address of Castlerigg Offshore Holdings is c/o Maples Fund Services (Cayman) Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal business address of MLIS is c/o State Street Bank Luxembourg S.A., 49 avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022. The principal business address of CEEAF is c/o Atlantic Fund Services, Three Canal Plaza, Suite 600 Portland, Maine 04101. The principal business address of SIS, SAMC and Mr. Sandell is 540 Madison Ave., 36th Floor, New York, New York 10022.

(c) The principal business of SIS and SAMC is to provide investment management and advisory services to private individuals, institutions and funds. The principal business of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CAI Fund, CAI Intermediate, CAI Master, MLIS, CEEAF and Pulteney Partners is to invest in securities. The principal business of Mr. Sandell is to serve as Chief Executive Officer of SAMC and as Managing Member of SIS.

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 16 of 27 Pages

 

(d) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been 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 of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CAI Fund, CAI Intermediate and CAI Master is a company formed under the laws of the British Virgin Islands. Each of Castlerigg Offshore Holdings and SAMC is a Cayman Islands exempted company. MLIS is an open-ended investment company, organized as a société d’investissement à capital variable under the laws of the Grand-Duchy of Luxembourg. CEEAF is a series of ALTMFX Trust, a Delaware statutory trust. Pulteney Partners is a Delaware limited partnership. SIS is a limited liability company incorporated in Delaware. Mr. Sandell is a citizen of Sweden.

The name, citizenship, present principal occupation or employment and business address of each director and executive officer, general partner or managing member, as applicable, of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings,, CAI Fund, CAI Intermediate, CAI Master, MLIS, SIS, Pulteney Partners and SAMC is set forth in Schedule A attached hereto. To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of such entities or individuals owns any shares of Common Stock

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

The Reporting Persons used a total of approximately $43,673,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.

Funds for the purchase of the Common Stock reported herein as beneficially held by the Reporting Persons were derived from (i) available working capital of Castlerigg Master Investment, for the shares of Common Stock held directly by it, (ii) available working capital of CAI Master, for the shares of Common Stock held directly by it, (iii) available working capital of MLIS, for the shares of Common Stock held directly by it, (iv) available working capital of CEEAF, for the shares of Common Stock held directly by it, (v) available working capital of Pulteney Partners, for the shares of Common Stock held directly by it, and (vi) margin borrowings described in the following sentence, for the shares of Common Stock held directly by Castlerigg Master Investment, CAI Master, MLIS and Pulteney Partners. Such Common Stock is or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

 

CUSIP No. 297602104SCHEDULE 13DPage 17 of 27 Pages

 

 

Item 4. PURPOSE OF TRANSACTION

 

The Reporting Persons purchased the shares of Common Stock reported in this Schedule 13D because they believe that the Issuer’s stock is trading at a discount to its intrinsic value The Reporting Persons believe that the Issuer should retain an investment banking firm to explore financial alternatives available to the Issuer to enhance shareholder value, including a recapitalization and a monetization of the Issuer’s real estate holdings or a sale to a private equity firm or other suitable buyer.  The Reporting Persons are considering nominating a slate of director candidates to stand for election at the Issuer’s 2015 annual meeting of shareholders, which the Issuer has indicated it will hold on November 24, 2015.  The Reporting Persons have had and expect to continue to have discussions with the Issuer’s management and board of directors (“Board”), other shareholders of the Issuer and other third parties regarding these matters.  Representatives of the Reporting Persons may also from time to time engage in discussions with the Issuer’s management and Board, other shareholders of the Issuer, and other relevant parties relating to the Issuer’s business, operations, strategy, governance, future plans and related matters.

On August 14, 2015, SAMC sent a letter to Farooq Kathwari, Chairman and CEO of the Issuer, and issued a press release disclosing the letter (the “August 14 Press Release”), in which SAMC stated its belief that the Issuer's stock is trading at a discount to its intrinsic value and that the Issuer has underperformed its publicly-traded peers.  In the August 14 Press Release, SAMC described the alternatives set forth above which it believes are available to the Issuer to enhance shareholder value. The foregoing summary of the August 14 Press Release is qualified in its entirety by reference to the full text of the August 14 Press Release, a copy of which is attached hereto as Exhibit 2 and is incorporated by reference herein.

Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock and/or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities.  The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a) – (b) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,572,258 shares of Common Stock, constituting approximately 5.5% of the Issuer’s currently outstanding Common Stock. The percentage of shares of Common Stock reported herein are based upon the 28,407,119 shares of Common Stock outstanding as of July 31, 2015, as reported in the Issuer’s Annual Report on Form 10-K, filed with the SEC on August 12, 2015.

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 18 of 27 Pages

 

The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. By virtue of investment management agreements with Castlerigg Master Investment, CAI Master and Pulteney Partners and an advisory agreement with CEEAF, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the shares of Common Stock beneficially owned by Castlerigg Master Investment, CAI Master, CEEAF and Pulteney Partners. By virtue of an investment management agreement with MLIS, SIS has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the shares of Common Stock beneficially owned by MLIS. By virtue of his direct and indirect control of SAMC and SIS, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC and SIS have voting power or dispositive power.

(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

(e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 and is incorporated by reference herein.

Other than such joint filing agreement, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

Item 7. EXHIBITS
 
Exhibit Description
1 August 14 Press Release
2 Joint Filing Agreement, dated August 18, 2015.

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 19 of 27 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 18, 2015

 

  CASTLERIGG MASTER INVESTMENTS LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG INTERNATIONAL LIMITED  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG INTERNATIONAL HOLDINGS LIMITED  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 20 of 27 Pages

 

 

  CASTLERIGG OFFSHORE HOLDINGS, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT INTERMEDIATE FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 21 of 27 Pages

 

 

  MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds, acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund  
       
  By: Sandell Investment Services, L.L.C., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  ALTMFX TRUST, an open-end, management investment company, acting for and on behalf of Castlerigg Equity Event and Arbitrage Fund  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., as Investment Manager    
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 22 of 27 Pages

 

 

  SANDELL INVESTMENT SERVICES, L.L.C.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Managing Member  
       
       
  /s/ Thomas E. Sandell  
  Thomas E. Sandell  
     

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 23 of 27 Pages

SCHEDULE A

 

Directors and Executive Officers of Certain Reporting Persons

 

 

CASTLERIGG MASTER INVESTMENT, CASTLERIGG INTERNATIONAL AND CASTLERIGG HOLDINGS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of Castlerigg Master Investment, Castlerigg International and Castlerigg Holdings.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund director 540 Madison Ave., 36th Floor, New York, New York 10022
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Hilmi A. Ünver Director Belgium Partner, Notz Stucki Asset Managers 98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11

 

CASTLERIGG OFFSHORE HOLDINGS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of Castlerigg Offshore Holdings.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Adam Hoffman Director United States Legal Counsel of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

CAI INTERMEDIATE

 

The following sets forth the name, position, business address and citizenship of the general partner of each of CAI Intermediate. The managing member of Sandell Advisors, L.L.C. is Thomas E. Sandell.

 

Name Position Citizenship Business Address
Sandell Advisors, L.L.C. General Partner Delaware 540 Madison Ave., 36th Floor, New York, New York 10022

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 24 of 27 Pages

CAI FUND AND CAI MASTER

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of CAI Fund and CAI Master.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund Director 540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

MLIS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director and dirigeant of MLIS.

 

Name Position Citizenship Principal Occupation Business Address
Jean-Claude Wolter Director Luxembourg Honorary Lawyer

11B Boulevard Joseph II,

L-1840 Luxembourg

Jocelyn Kiefe Director France Director Fund Solutions Group, Merrill Capital Markets (France) S.A.S., 112 avenue Kléber, 75116  Paris, France
Paul Guillaume Director Luxembourg Managing Partner Altra Partners S.A., 370, Route de Longwy, L-1940, Luxembourg
Raymond Blokland Director Netherlands Managing Director Merrill Lynch International, 33 rue du Puits Romain , L-8070 Bertrange, Luxembourg
Paul Holmes Director United Kingdom Head of Distribution of Fund Solutions Group

Merrill Lynch International,

2 King Edward Street, London EC1A 1HQ, UK

Miriam Muller Director Ireland Head of Product Development of Fund Solutions Group

Merrill Lynch International,

2 King Edward Street, London EC1A 1HQ, UK

Bertram Welsch Dirigeant Germany Director

Caso Asset Management S.A., European Bank & Business Centre, 6B, route de Treves,

L-2633 Senningerberg, Luxembourg

Thomas Nummer Dirigeant Germany Managing Director Carne Global Financial Services Luxembourg S.à.r.l, European Bank and Business Centre, 6B route de Trèves – L-2633 Senningerberg, Luxembourg

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 25 of 27 Pages

PULTENEY PARTNERS

 

The following sets forth the name, position, citizenship and business address of the general partner of Pulteney Partners. The managing member of Pulteney Street, G.P., LLC is Sean McCooey, a United States citizen.

 

Name Position Citizenship Business Address
Pulteney Street, G.P., LLC General Partner Delaware 527 Madison Avenue, 6th Floor, New York, NY 10022

 

SIS

 

The following sets forth the name, position, citizenship, principal occupation and business address of the sole managing member of SIS.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

SAMC

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director and executive officer of SAMC.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director and Chief Executive Officer Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Adam Hoffman Chief Compliance Officer United States Legal Counsel at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Daniel Borenstein Chief Financial Officer United States Chief Financial Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Alejandro Mazier Senior Managing Director United States Senior Managing Director at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 26 of 27 Pages

SCHEDULE B

 

TRANSACTIONS IN THE ISSUER’S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

 

This Schedule sets forth information with respect to each transaction in shares of Common Stock that were effectuated by the Reporting Persons in the last 60 days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage commissions.

 

 

CAI Master

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
6/17/15 (1,000) 28.05
6/17/15 1,000 28.05
7/13/15 4,300 29.16
7/14/15 8,760 29.65
7/15/15 1,420 29.76
7/29/15 46,331 30.07
7/30/15 22,480 30.58
7/31/15 9,419 30.40
8/3/15 10,220 29.87
8/4/15 11,400 29.81
8/5/15 13,145 30.39
8/6/15 16,100 29.98
8/7/15 11,160 30.15
8/10/15 24,405 30.93
8/12/15 16,270 30.43
8/13/15 16,230 31.03

 

Castlerigg Master Investment

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
06/17/15 98,836 26.56
07/13/15 27,537 29.16
07/14/15 56,088 29.65
07/15/15 9,130 29.76
07/29/15 6,780 30.07
07/30/15 3,290 30.58
07/31/15 1,380 30.40
08/03/15 1,490 29.87
08/04/15 1,670 29.81
08/05/15 1,920 30.39
08/06/15 2,350 29.98
08/07/15 1,630 30.15
08/10/15 3,570 30.93
08/12/15 62,693 30.43
08/13/15 62,540 31.03

 

 

 

CUSIP No. 297602104SCHEDULE 13DPage 27 of 27 Pages

 

MLIS

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
07/13/15 6,570 29.16
07/13/15 -1,500 28.67
07/14/15 13,370 29.65
07/15/15 2,180 29.76
07/29/15 5,830 30.07
07/30/15 2,830 30.58
07/31/15 1,180 30.40
08/03/15 1,290 29.87
08/04/15 1,430 29.81
08/05/15 1,650 30.39
08/06/15 2,030 29.98
08/07/15 1,410 30.15
08/10/15 3,070 30.93
08/12/15 11,310 30.43
08/13/15 11,283 31.03

 

Pulteney Partners

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
07/13/15 290 29.16
07/14/15 580 29.65
07/15/15 90 29.76