1
|
NAME OF REPORTING PERSON
QUINPARIO PARTNERS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
150,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
150,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFRY N. QUINN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
388,200*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
388,200*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
388,200*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR MASTER FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
213,592
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
213,592
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,592
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR OPPORTUNITY FUND LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA, CANADA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
35,564
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
35,564
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,564
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR CAPITAL GROUP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
494,228
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
494,228
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,228
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
FRONTFOUR CAPITAL CORP.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA, CANADA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
35,564
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
35,564
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,564
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
STEPHEN LOUKAS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
529,792
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
529,792
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,792
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DAVID A. LORBER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
529,792
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
529,792
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,792
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ZACHARY GEORGE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
529,792
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
529,792
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,792
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
J. GOLDMAN MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
704,114
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
704,114
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,114
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
J. GOLDMAN & CO., L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
704,114
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
704,114
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,114
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
J. GOLDMAN CAPITAL MANAGEMENT, INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
704,114
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
704,114
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,114
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
JAY G. GOLDMAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
704,114
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
704,114
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,114
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
SCOGGIN CAPITAL MANAGEMENT II LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
577,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
577,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
577,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SCOGGIN INTERNATIONAL FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
577,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
577,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
577,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
SCOGGIN WORLDWIDE FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
273,553
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
273,553
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
SCOGGIN LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,427,553
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,427,553
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
OLD BELLOWS PARTNERS LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
273,553
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
273,553
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
OLD BELL ASSOCIATES LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
273,553
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
273,553
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
DEV CHODRY
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
273,553
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
273,553
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
CRAIG EFFRON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,427,553
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,427,553
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
CURTIS SCHENKER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,427,553
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,427,553
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,553
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ARTHUR WRUBEL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
430,937
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
430,937
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,937
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
WALTER THOMAS JAGODINSKI
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JAMES P. HEFFERNAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
EDGAR G. HOTARD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN RUTLEDGE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Quinpario Partners LLC, a Missouri limited liability company (“Quinpario”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Jeffry N. Quinn, with respect to the Shares directly and beneficially owned by him and as the Chairman and Chief Executive Officer of Quinpario;
|
|
(iii)
|
FrontFour Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
FrontFour Opportunity Fund Ltd., a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(v)
|
FrontFour Capital Group LLC, a Delaware limited liability company (“FrontFour Capital”), as the investment manager of the Master Fund and of certain managed accounts and the sub-adviser of an event driven portfolio (collectively, the “Separately Managed Accounts”);
|
|
(vi)
|
FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”), as the investment manager of the Canadian Fund;
|
|
(vii)
|
Stephen Loukas, as the managing member and principal owner of FrontFour Capital and principal owner of FrontFour Corp.;
|
|
(viii)
|
David A. Lorber, as the managing member and principal owner of FrontFour Capital and principal owner of FrontFour Corp.;
|
|
(ix)
|
Zachary George, as the managing member and principal owner of FrontFour Capital and principal owner of FrontFour Corp.;
|
|
(x)
|
J. Goldman Master Fund, L.P., a limited partnership organized under the laws of the British Virgin Islands (“JGC Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(xi)
|
J. Goldman & Co., L.P., a Delaware limited partnership (“JGC”), as the investment adviser of JGC Master Fund;
|
|
(xii)
|
J. Goldman Capital Management, Inc., a Delaware corporation (“JGC Management”) as the general partner of JGC;
|
|
(xiii)
|
Jay G. Goldman, as the President of JGC and sole director of JGC Management;
|
|
(xiv)
|
Scoggin Capital Management II LLC, a Delaware limited liability company (“Scoggin Capital”), with respect to the Shares directly and beneficially owned by it;
|
|
(xv)
|
Scoggin International Fund, Ltd., a Cayman Islands exempted company (“Scoggin International”), with respect to the Shares directly and beneficially owned by it;
|
|
(xvi)
|
Scoggin Worldwide Fund, Ltd., Cayman Islands exempted company (“Scoggin Worldwide”), with respect to the Shares directly and beneficially owned by it;
|
|
(xvii)
|
Scoggin LLC, a New York limited liability company (“Scoggin LLC”), as the investment manager of Scoggin Capital and Scoggin International and the investment sub-manager for equity and event-driven investing for Scoggin Worldwide;
|
|
(xviii)
|
Old Bellows Partners LP, a Delaware partnership (“Old Bellows”), as the investment manager of Scoggin Worldwide;
|
|
(xix)
|
Old Bell Associates LLC, a New York limited liability company (“Old Bell Associates”), as the general partner of Old Bellows;
|
|
(xx)
|
Dev Chodry, as the managing member of Old Bell Associates;
|
|
(xxi)
|
Craig Effron, as the managing member of Scoggin LLC;
|
|
(xxii)
|
Curtis Schenker, as the managing member of Scoggin LLC;
|
|
(xxiii)
|
Arthur Wrubel, with respect to the Shares directly and beneficially owned by him;
|
|
(xxiv)
|
Walter Thomas Jagodinski;
|
|
(xxv)
|
James P. Heffernan;
|
|
(xxvi)
|
Edgar G. Hotard; and
|
|
(xxvii)
|
Dr. John Rutledge.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
|
(i)
|
to remove, without cause, all of the directors serving on the Board; and
|
|
(ii)
|
to elect the Quinpario Group’s highly-qualified director candidates, Jeffry N. Quinn, Edgar G. Hotard, Walter Thomas Jagodinski, James P. Heffernan, and Dr. John Rutledge, to the Board to fill the resulting vacancies that would exist in the event that some or all of the current directors are successfully removed.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to Chairman and CEO and Board of Directors of Zoltek Companies, Inc., dated March 4, 2013.
|
|
99.2
|
Special Meeting Request dated March 4, 2013.
|
|
99.3
|
Quinpario Partners LLC Presentation on Zoltek Companies, Inc.
|
|
99.4
|
Joint Filing and Solicitation Agreement by and among Quinpario Partners LLC, Jeffry N. Quinn, FrontFour Master Fund, Ltd., FrontFour Opportunity Fund Ltd., FrontFour Capital Group LLC, FrontFour Capital Corp., Stephen Loukas, David A. Lorber, Zachary George, J. Goldman Master Fund, L.P., J. Goldman & Co., L.P., J. Goldman Capital Management, Inc., Jay G. Goldman, Scoggin Capital Management II LLC, Scoggin International Fund Ltd., Scoggin Worldwide Fund Ltd., Scoggin LLC, Old Bellows Partners LP, Old Bell Associates LLC, Dev Chodry, Craig Effron, Curtis Schenker, Arthur Wrubel, Walter Thomas Jagodinski, James P. Heffernan, Edgar G. Hotard, Jeffry N. Quinn and Dr. John Rutledge, dated February 28, 2013.
|
|
99.5
|
Powers of Attorney.
|
QUINPARIO PARTNERS LLC
|
|||
By:
|
/s/ Jeffry N. Quinn
|
||
Name:
|
Jeffry N. Quinn
|
||
Title:
|
Chief Executive Officer
|
/s/ Jeffry N. Quinn
|
|
JEFFRY N. QUINN, Individually and as Attorney in Fact for Walter Thomas Jagodinski, James P. Heffernan, Edward G. Hotard and Dr. John Rutledge
|
J. GOLDMAN MASTER FUND, L.P.
|
|||
By:
|
J. Goldman & Co., L.P.
as Investment Adviser
|
||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN & CO., L. P.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN CAPITAL MANAGEMENT, INC.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
Director
|
/s/ Jay G. Goldman
|
|
JAY G. GOLDMAN
|
FRONTFOUR CAPITAL GROUP LLC
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
FRONTFOUR MASTER FUND, LTD
|
||||
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
|||
Name:
|
Stephen Loukas
|
|||
Title:
|
Authorized Signatory
|
FRONTFOUR OPPORTUNITY FUND LTD.
|
||||
By:
|
FrontFour Capital Corp.
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
|||
Name:
|
Stephen Loukas
|
|||
Title:
|
Authorized Signatory
|
FRONTFOUR CAPITAL CORP.
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
/s/ Stephen Loukas
|
|
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George
|
SCOGGIN CAPITAL MANAGEMENT II LLC
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN INTERNATIONAL FUND LTD.
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN WORLDWIDE FUND LTD
|
||||
By:
|
Old Bellows Partners LP
as Investment Manager
|
By:
|
Old Bellows Associates LLC
as General Partner
|
|||
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
SCOGGIN LLC
|
|||
By:
|
/s/ Craig Effron
|
||
Name:
|
Craig Effron
|
||
Title:
|
Member
|
OLD BELLOWS PARTNERS LP
|
||||
By:
|
Old Bellows Associates LLC
as General Partner
|
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
OLD BELLOWS ASSOCIATES LLC
|
|||
By:
|
/s/ Dev Chodry
|
||
Name:
|
Dev Chodry
|
||
Title:
|
Managing Member
|
/s/ Craig Effron
|
|
CRAIG EFFRON
|
/s/ Curtis Schenker
|
|
CURTIS SCHENKER
|
/s/ Dev Chodry
|
|
DEV CHODRY
|
/s/ Arthur Wrubel
|
|
ARTHUR WRUBEL
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Stephen Loukas
Managing Member*
|
||||||
David A. Lorber
Managing Member*
|
||||||
Zachary George
Managing Member*
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Stephen Loukas
Principal*
|
||||||
David A. Lorber
Principal*
|
||||||
Zachary George
Principal*
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Stephen Loukas
Director/ Owner*
|
||||||
David A. Lorber
Director/ Owner*
|
||||||
Zachary George
Director/ Owner*
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Jay G. Goldman
Sole Director*
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Don Seymour
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
dms House
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
|
Cayman Islands
|
|||
Roger Hanson
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
dms House
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
|
Cayman Islands
|
|||
Craig Effron
Director*
|
||||||
Curtis Schenker
Director*
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Don Seymour
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
dms House
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
|
Cayman Islands
|
|||
Roger Hanson
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
dms House
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
|
Cayman Islands
|
|||
Craig Effron
Director and Vice President*
|
||||||
Curtis Schenker
Director and Vice President*
|
||||||
Dev Chodry
Director*
|
||||||
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
60,000
|
7.3872
|
02/01/2013
|
|
65,000
|
7.2155
|
02/04/2013
|
|
25,000
|
6.9865
|
02/05/2013
|
75,000
|
7.5121
|
02/05/2013
|
|
115,000
|
7.0943
|
02/06/2013
|
|
40,000
|
7.9080
|
02/21/2013
|
|
8,200
|
8.4724
|
02/22/2013
|
15,315
|
7.6146
|
02/06/2013
|
|
6,430
|
7.6146
|
02/06/2013
|
|
5,515
|
7.6146
|
02/06/2013
|
|
1,531
|
7.6057
|
02/07/2013
|
|
643
|
7.6057
|
02/07/2013
|
|
552
|
7.6057
|
02/07/2013
|
|
15,224
|
7.9861
|
02/11/2013
|
|
6,392
|
7.9861
|
02/11/2013
|
|
5,482
|
7.9861
|
02/11/2013
|
|
3,400
|
7.9954
|
02/12/2013
|
|
1,427
|
7.9954
|
02/12/2013
|
|
1,224
|
7.9954
|
02/12/2013
|
|
7,045
|
8.1598
|
02/13/2013
|
|
2,958
|
8.1598
|
02/13/2013
|
|
2,537
|
8.1598
|
02/13/2013
|
|
6,120
|
8.4338
|
02/14/2013
|
|
2,586
|
8.4338
|
02/14/2013
|
|
2,226
|
8.4338
|
02/14/2013
|
|
9,180
|
8.0850
|
02/21/2013
|
|
3,879
|
8.0850
|
02/21/2013
|
|
3,339
|
8.0850
|
02/21/2013
|
|
22,236
|
8.6071
|
02/22/2013
|
|
9,396
|
8.6071
|
02/22/2013
|
|
8,088
|
8.6071
|
02/22/2013
|
|
26,744
|
9.4286
|
02/25/2013
|
|
11,301
|
9.4286
|
02/25/2013
|
9,728
|
9.4286
|
02/25/2013
|
|
15,215
|
9.1717
|
02/27/2013
|
|
12,100
|
9.1717
|
02/27/2013
|
|
19,780
|
9.3274
|
02/28/2013
|
|
15,729
|
9.3274
|
02/28/2013
|
|
7,608
|
8.9725
|
03/01/2013
|
|
6,049
|
8.9725
|
03/01/2013
|
19,285
|
7.6146
|
02/06/2013
|
|
1,928
|
7.6057
|
02/07/2013
|
|
19,170
|
7.9861
|
02/11/2013
|
|
4,282
|
7.9954
|
02/12/2013
|
|
8,871
|
8.1598
|
02/13/2013
|
|
7,684
|
8.4338
|
02/14/2013
|
|
11,526
|
8.0850
|
02/21/2013
|
|
27,918
|
8.6071
|
02/22/2013
|
|
33,579
|
9.4286
|
02/25/2013
|
|
19,220
|
9.1717
|
02/27/2013
|
|
24,986
|
9.3274
|
02/28/2013
|
|
9,610
|
8.9725
|
03/01/2013
|
|
15,923 | 8.8259 | 03/04/2013 |
3,455
|
7.6146
|
02/06/2013
|
|
346
|
7.6057
|
02/07/2013
|
|
3,434
|
7.9861
|
02/11/2013
|
|
767
|
7.9954
|
02/12/2013
|
|
1,589
|
8.1598
|
02/13/2013
|
|
1,384
|
8.4338
|
02/14/2013
|
|
2,076
|
8.0850
|
02/21/2013
|
|
5,029
|
8.6071
|
02/22/2013
|
|
6,048
|
9.4286
|
02/25/2013
|
|
3,465
|
9.1717
|
02/27/2013
|
|
4,505
|
9.3274
|
02/28/2013
|
|
1,733
|
8.9725
|
03/01/2013
|
49,845
|
7.8255
|
02/07/2013
|
|
230,000
|
7.6146
|
02/08/2013
|
|
16,202
|
8.0187
|
02/11/2013
|
|
23,000
|
8.1598
|
02/13/2013
|
|
27,000
|
8.4497
|
02/14/2013
|
|
30,000
|
8.0850
|
02/21/2013
|
|
72,667
|
8.6071
|
02/22/2013
|
|
121,500
|
9.4286
|
02/25/2013
|
|
33,900
|
8.8254
|
02/26/2013
|
|
50,000
|
9.1717
|
02/27/2013
|
|
25,000
|
9.3274
|
02/28/2013
|
|
25,000
|
8.9725
|
03/01/2013
|
552,000
|
8.4970
|
03/04/2013
|
|
25,000
|
9.2800
|
03/04/2013
|
552,000
|
8.4970
|
03/04/2013
|
|
25,000
|
9.2800
|
03/04/2013
|
273,553
|
8.4970
|
03/04/2013
|
162,000
|
7.6146
|
02/06/2013
|
|
28,771
|
8.4338
|
02/14/2013
|
|
30,000
|
8.0850
|
02/21/2013
|
|
72,666
|
8.6070
|
02/22/2013
|
|
92,500
|
9.4290
|
02/25/2013
|
|
10,000
|
8.8065
|
02/26/2013
|
|
10,000
|
9.1717
|
02/27/2013
|
|
25,000
|
9.3874
|
02/28/2013
|
Quinpario Partners LLC
12935 North Forty Drive
Suite 201
St. Louis, Missouri 63141
(314) 548-6200
www.quinpario.com
|
|
·
|
heavy investment of capital without adequate financial returns
|
|
·
|
unsuccessful execution on the Company’s strategic plan for new market and application development
|
|
·
|
the Company’s failure to diversify operations or exploit new market opportunities
|
|
·
|
the Company’s unrealistically upbeat assessment of its operational performance and continued failure to meet street expectations and,
|
|
·
|
the failure to develop a globally-oriented organization to take the Company to the next level.
|
|
(i)
|
to remove, without cause, all of the directors serving on the Board; and
|
|
(ii)
|
to elect the Quinpario Group’s highly-qualified director candidates, Jeffry N. Quinn, Edgar G. Hotard, Walter Thomas Jagodinski, James P. Heffernan, and Dr. John Rutledge, to the Board to fill the resulting vacancies that would exist in the event that some or all of the current directors are successfully removed.
|
Regards,
|
Jeffry N. Quinn
|
Chairman & Chief Executive Officer
|
Quinpario Partners LLC
12935 North Forty Drive
Suite 201
St. Louis, Missouri 63141
(314) 548-6200
www.quinpario.com
|
QUINPARIO PARTNERS LLC
|
|||
By:
|
/s/ Jeffry N. Quinn
|
||
Name:
|
Jeffry N. Quinn
|
||
Title:
|
Chief Executive Officer
|
/s/ Jeffry N. Quinn
|
|
JEFFRY N. QUINN
|
J. GOLDMAN MASTER FUND, L.P.
|
|||
By:
|
J. Goldman & Co., L.P.
as Investment Adviser
|
||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN & CO., L. P.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN CAPITAL MANAGEMENT, INC.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
Director
|
/s/ Jay G. Goldman
|
|
JAY G. GOLDMAN
|
FRONTFOUR CAPITAL GROUP LLC
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
FRONTFOUR MASTER FUND, LTD
|
||||
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
FRONTFOUR OPPORTUNITY FUND LTD.
|
||||
By:
|
FrontFour Capital Corp.
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
FRONTFOUR CAPITAL CORP.
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
/s/ Stephen Loukas
|
|
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George
|
SCOGGIN CAPITAL MANAGEMENT II LLC
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN INTERNATIONAL FUND LTD.
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN WORLDWIDE FUND LTD
|
||||
By:
|
Old Bellows Partners LP
as Investment Manager
|
By:
|
Old Bellows Associates LLC
as General Partner
|
|||
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
SCOGGIN LLC
|
|||
By:
|
/s/ Craig Effron
|
||
Name:
|
Craig Effron
|
||
Title:
|
Member
|
OLD BELLOWS PARTNERS LP
|
||||
By:
|
Old Bellows Associates LLC
as General Partner
|
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
OLD BELLOWS ASSOCIATES LLC
|
|||
By:
|
/s/ Dev Chodry
|
||
Name:
|
Dev Chodry
|
||
Title:
|
Managing Member
|
/s/ Craig Effron
|
|
CRAIG EFFRON
|
/s/ Curtis Schenker
|
|
CURTIS SCHENKER
|
/s/ Dev Chodry
|
|
DEV CHODRY
|
/s/ Arthur Wrubel
|
|
ARTHUR WRUBEL
|
QUINPARIO PARTNERS LLC
|
|||
By:
|
/s/ Jeffry N. Quinn
|
||
Name:
|
Jeffry N. Quinn
|
||
Title:
|
Chief Executive Officer
|
/s/ Jeffry N. Quinn
|
|
JEFFRY N. QUINN, Individually and as Attorney in Fact for Walter Thomas Jagodinski, James P. Heffernan, Edward G. Hotard and Dr. John Rutledge
|
J. GOLDMAN MASTER FUND, L.P.
|
|||
By:
|
J. Goldman & Co., L.P.
as Investment Adviser
|
||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN & CO., L. P.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
President
|
J. GOLDMAN CAPITAL MANAGEMENT, INC.
|
|||
By:
|
/s/ Jay G. Goldman
|
||
Name:
|
Jay G. Goldman
|
||
Title:
|
Director
|
/s/ Jay G. Goldman
|
|
JAY G. GOLDMAN
|
FRONTFOUR CAPITAL GROUP LLC
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
FRONTFOUR MASTER FUND, LTD
|
||||
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
|||
Name:
|
Stephen Loukas
|
|||
Title:
|
Authorized Signatory
|
FRONTFOUR OPPORTUNITY FUND LTD.
|
||||
By:
|
FrontFour Capital Corp.
as Investment Manager
|
By:
|
/s/ Stephen Loukas
|
|||
Name:
|
Stephen Loukas
|
|||
Title:
|
Authorized Signatory
|
FRONTFOUR CAPITAL CORP.
|
|||
By:
|
/s/ Stephen Loukas
|
||
Name:
|
Stephen Loukas
|
||
Title:
|
Authorized Signatory
|
/s/ Stephen Loukas
|
|
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George
|
SCOGGIN CAPITAL MANAGEMENT II LLC
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN INTERNATIONAL FUND LTD.
|
||||
By:
|
Scoggin LLC
as Investment Manager
|
By:
|
/s/ Craig Effron
|
|||
Name:
|
Craig Effron
|
|||
Title:
|
Member
|
SCOGGIN WORLDWIDE FUND LTD
|
||||
By:
|
Old Bellows Partners LP
as Investment Manager
|
By:
|
Old Bellows Associates LLC
as General Partner
|
|||
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
SCOGGIN LLC
|
|||
By:
|
/s/ Craig Effron
|
||
Name:
|
Craig Effron
|
||
Title:
|
Member
|
OLD BELLOWS PARTNERS LP
|
||||
By:
|
Old Bellows Associates LLC
as General Partner
|
By:
|
/s/ Dev Chodry
|
|||
Name:
|
Dev Chodry
|
|||
Title:
|
Managing Member
|
OLD BELLOWS ASSOCIATES LLC
|
|||
By:
|
/s/ Dev Chodry
|
||
Name:
|
Dev Chodry
|
||
Title:
|
Managing Member
|
/s/ Craig Effron
|
|
CRAIG EFFRON
|
/s/ Curtis Schenker
|
|
CURTIS SCHENKER
|
/s/ Dev Chodry
|
|
DEV CHODRY
|
/s/ Arthur Wrubel
|
|
ARTHUR WRUBEL
|
/s/ James P. Heffernan
|
|
JAMES P. HEFFERNAN
|
/s/ Edgar G. Hotard
|
|
EDGAR G. HOTARD
|
/s/ Walter Thomas Jagodinski
|
|
WALTER THOMAS JAGODINSKI
|
/s/ Dr. John Rutledge
|
|
DR. JOHN RUTLEDGE
|
=KW_/G8?^!#__`!-:U&*.8.7S,GSM>_Y\ M[#_P(?\`^)H\[7O^?.P_\"'_`/B:UJ*.8.7S,GSM>_Y\[#_P(?\`^)H\[7O^ M?.P_\"'_`/B:UL44
=KW_/G8?\`@0__`,36 MM11S!R^9D^=KW_/G8?\`@0__`,31YVO?\^=A_P"!#_\`Q-:U%','+YF3YVO? M\^=A_P"!#_\`Q-'G:]_SYV'_`($/_P#$UK44
=KW_/G8?\`@0__`,36MBBCF#E\S)\[7O\`GSL/_`A__B:/.U[_`)\[#_P( M?_XFM:C%','+YF3YVO?\^=A_X$/_`/$T>=KW_/G8?^!#_P#Q-:U%','+YF3Y MVO?\^=A_X$/_`/$T>=KW_/G8?^!#_P#Q-:V**.8.7S,GSM>_Y\[#_P`"'_\` MB:/.U[_GSL/_``(?_P")K6Q1BCF#E\S)\[7O^?.P_P#`A_\`XFCSM>_Y\[#_ M`,"'_P#B:UJ,4
_Y\[#_P(?\`^)K6HQ1S!R^9D^=KW_/G8?\`@0__`,31YVO?\^=A M_P"!#_\`Q-:U%','+YF3YVO?\^=A_P"!#_\`Q-'G:]_SYV'_`($/_P#$UK44 M
=KW_/G8?\`@0__`,36M11S!R^9D^=KW_/G M8?\`@0__`,31YVO?\^=A_P"!#_\`Q-:U&*.8.7S,GSM>_P"?.P_\"'_^)H\[ M7O\`GSL/_`A__B:UJ*.8.7S,GSM>_P"?.P_\"'_^)H\[7O\`GSL/_`A__B:U ML44
E7_`(;/G\'_`!HGI]%%%>:?0!1110`444'IQUH`\6C\+^(CH?C;
M0O[$N!+KVK2R6]PSH(4B9@?,8[LC@$XQGI1K/@/6GUKQ`J:=
M)[UH:]8R3:GHD\<,TB07,C/Y;$;=T3J"0#R-Q'7/6B]\4VEE8W=VMO E,_
MX1+1@S2"U997C:(R"1@Q!D$N<^H<`@]1B@!VG^*(;ZX@MC;F.>626-@LR2+&
MT:AB"R$CHPXZYS5FWUQ+G5Y],6UG$UODRL0-JCC:<]]P.1]#GI5)?"5BC)(+
MC4?M"SF?S_M3>86**A!;N-J*,>U;$-C!#?W%XJD3W"HLA)R"$SMP.WWC0!3U
MCQ!::(D+708F5B,)@E5'+.?]D#&3[BJ:^*U;4;BU_L^?;')+%%+O3;,\:;V4
M#.5X[GBKNI:!I>K3K)J-C#=@1-$JSJ'55;[V`>A.!D]>!4-CX;L+'4?ML9N9
M)=Q=1-,SJK%=I8`]"0,$_7UH`I3>.+!%5XK>XE1T#*_"C)C63!R?E`5URQX'
M.>AJ*X\=V]O9V4SVJ;KMI%3-[`(_DQDB0OM/WAT.<@^E78/".DVUJD$,4\2Q
MR33(R3L&1Y6W.026DLLGGQ
ME595A=OF895<@
,"MR>Q6?2I;!I7VR0&$R,*`,$Z_?A3N>-6@_U8VKG4N6&(OFXZ`\9^\*KR^)=15+M5:.
M642`9@6,K;J<_,6:0*1P!ARIR>F*[(PQ'9F)#Y?W/E'R_3TI/(A(<&),2??&
MT?-]?6@#E;/Q%?3W]@DIBACF`7RAL=W.2,G:_'3(*[ASR1746UU#>0)/;RI+
M$XRKH<@_C3_)B#*WEIN0;5.T9`]!3E55&%``'8"@!:***`"BBB@`HHHH`*0#
M%+10`4444`%%%%`!1110`4F*6B@`HHHH`****`"BBB@`HHHH`*0C-+10``8&
M!1110`4444`(0#1@`YI:*`"BBB@`(R,4@4**6B@`HHHH`****`"BBB@`HHHH
M`****`"BBB@`HHHH`0C-"C:,"EHH`****`"BBB@`HHHH`****`"BBB@`H-%!
MH`^>CUKMOAC_`,AF^_Z]Q_Z%7$GK7;?#'_D,WW_7N/\`T*O2K_PV?/X/^-$]
M/HHHKS3Z`****`"BBD/2@!-XI=PKB]6GU>QU#6GBUFX,5IIAOHH6@AV[SYH"
MD[,D#8O?/J:EF\37D5W%;?95:X21HY$C?*M^Y613]W)X;D#GCC/2@#L`2=?L(DE+$EEA)\P9Q
MSD'\WFAV'V=+M;>4V;3J\S;Y#N4R.&W9VE.O
M3/I5VUT_4@DBHL\5Q'%F>1W.VXG4H5:/).%P&!X'WJ`.I$R&5H@P\Q5#%<\@
M'.#C\#^5)%<1S1"6)UDC/1D.X'MU%
U4--CU.VGB,LC2JH
MTN-!]F*[0SYD[GODGTH`]'W"L.YT66\UZ[N992+*>TB@:-2/WNUI2RL".!AQ
MR,'K7(:;J&HV^FI'ON89#;6@C?`3>_E#*L[HW).>,9]Q4T6KZV8+J\:2:,W*
MVLTBO((EM5:!22A:-NLF5((/3L:`.BN_"-G=WB7#7-S&([AKE(XV4!9"RL3T
MSRR@]>YJ2[\+6E^A%S/.TC+(KR@J#(7V9)P,9Q&HX'2J5AJ>I3:U:)=R,IEB
M#&WB&54;
-Q&.G3-6=+T>VTIP
MT$DC;;2"T&\@_)%NVGIU^8YKB[?5-6M9;HVK/-`U_(T,LTOEFX;``4KY;97&
M#\NWOBIM6U#6S9:I''<77[PWT47EQ`&(1+F,J0N23R,G.>U`'6:CHEMJ=[%<
M7#NRQC!BPN&'IG&X#U`(ST.:A/AV!HR)+B624,GDRLJ!H0C;D5<+@@'U!]ZS
M(+RXM)]4G2:1H9KQ8HF<=6:WAV,.,
@%`%BYU;2M0L+NWGCGGMV4QE!$V+@="(_[W
M.1QZ4:GXFMK#2Y+V.*6XV)N:-5(*
2WN+^".5%RZ,^"!
MC//X
E244`99T#2MTQ_LZ`^
D2ZA+
M'YB1LB[=ZIRSA!EF(`&6')K,LM)T73M:BAM;^:"Z2&,?9%NSAT1=BED[\`#\
M*V[ZSAO[<03J602))@''S(P=?U44`(TNIHPEG,(;D-]AG++MNBJEL+SE