-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFcHeA/4etWLhik5pQQR9NWcsTlGBauYVavbmW0UvmSl1zfW0lLEZ7AcV6oWGLtk DHGnmVjgyfK4UmBtcCUCmA== 0000922423-06-000339.txt : 20060302 0000922423-06-000339.hdr.sgml : 20060302 20060301190643 ACCESSION NUMBER: 0000922423-06-000339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRIDE RITE CORP CENTRAL INDEX KEY: 0000094887 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 041399290 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10776 FILM NUMBER: 06657486 BUSINESS ADDRESS: STREET 1: 191 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 6178246000 MAIL ADDRESS: STREET 1: 191 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: GREEN SHOE MANUFACTURING CO DATE OF NAME CHANGE: 19720606 SC 13D/A 1 kl02114_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Amendment No. 1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Stride Rite Corporation --------------------------- (Name of Issuer) Common Stock, par value $0.25 per share --------------------------------------- (Title of Class of Securities) 863314100 --------- (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) February 23, 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. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 13-4088890 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 679,187 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 679,187 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 679,187 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.85% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Investors, LLC 13-4126527 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 679,187 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 679,187 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 679,187 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.85% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Offshore Fund, Ltd. (BVI) _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 506,182 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 506,182 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,182 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.38% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Investments, L.P. 20-2871525 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 410,269 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 410,269 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 410,269 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.12% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Advisors, LLC 20-0327470 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 916,451 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 916,451 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 916,451 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.49% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IA, OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Capital Group, L.P. 13-3635132 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,595,638 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,595,638 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,638 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LNA Capital Corp. 13-3635168 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,595,638 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,595,638 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,638 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Mitarotonda _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,595,638 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,595,638 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,638 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Starboard Value and Opportunity Master Fund Ltd. _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ___________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 428,803 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 428,803 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,803 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Parche, LLC 20-0870632 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 84,157 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 84,157 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,157 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Admiral Advisors, LLC 37-1484525 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 512,960 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 512,960 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ramius Capital Group, LLC 13-3937658 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 512,960 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 512,960 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IA, OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C4S & Co., LLC 13-3946794 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 512,960 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 512,960 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Cohen _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ___________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 512,960 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 512,960 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN __________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan B. Stark _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCEOF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 512,960 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 512,960 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey M. Solomon _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 512,960 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 512,960 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 863314100 ______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas W. Strauss _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 512,960 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 512,960 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,960 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 1, 2006 (the "Statement") by and on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others with respect to the common stock, par value $0.25 per share (the "Common Stock"), of The Stride Rite Corporation, a Massachusetts corporation (the "Company"). The principal executive offices of the Company are located at 191 Spring Street, P.O. Box 9191, Lexington, Massachusetts 02420. Item 2. Identity and Background. The second paragraph of Item 2(a)-(c) of the Statement is hereby amended and restated as follows: As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 2,108,598 shares of Common Stock, representing approximately 5.74% of the shares of Common Stock presently outstanding. Item 3. Source and Amount of Funds or Other Consideration. The information contained in Item 3 of the Statement is hereby amended and supplemented as follows: Since the filing of the Statement, the Reporting Entities purchased an aggregate of 38,700 shares of Common Stock. The amount of funds expended for such purchases was approximately $131,965.80 by Barington Companies Equity Partners, L.P., $197,948.70 by Barington Companies Offshore Fund Ltd. (BVI), $109,971.50 by Barington Investments, L.P., $92,381.75 by Starboard Value and Opportunity Master Fund Ltd. and $17,589.75 by Parche, LLC. 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 in the Schedule 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. The information contained in Item 4 of the Statement is hereby amended and supplemented as follows: On February 23, 2006, Barington Companies Equity Partners, L.P. ("Barington") entered into an agreement with the Company, which agreement was subsequently amended on February 27, 2006 (such agreement, as amended, the "Extension Agreement"), which extended the deadline for timely delivering nominations of candidates for election to the Board of Directors of the Company at its 2006 Annual Meeting of Shareholders from the close of business on February 23, 2006 until 5:00 p.m. on February 28, 2006 (the "Extension Period"). A copy of the Extension Agreement is attached as Exhibit 99.3 hereto and incorporated herein by reference. During the Extension Period, Barington engaged in discussions with the Company concerning the size, membership and direction of the Company's Board of Directors. On February 28, 2006, the Company entered into a letter agreement (the "Agreement") with the Reporting Entities. Under the terms of the Agreement, the Company agreed to promptly begin the process of identifying a candidate for appointment to the Board of Directors as an additional director (the "New Director") who is mutually acceptable to the Company's Committee on the Board and the Reporting Entities. The Reporting Entities have submitted to the Company on a confidential basis a list of three candidates for consideration as the New Director. Under the Agreement, the Company agreed to increase the size of its Board of Directors to nine directors from its current size of eight directors not later than April 30, 2006 (the "Appointment Deadline"). Once the Committee on the Board and the Reporting Entities have reached agreement on the New Director, the Board will appoint the New Director as a Class II director. If the Board's Committee on the Board and the Reporting Entities have not agreed on a New Director by the Appointment Deadline, then the Board will appoint one of the three candidates submitted by the Reporting Entities. Under the terms of the Agreement, the Reporting Entities have agreed not to provide notice of any intention to nominate persons for election as directors at the Company's 2006 Annual Meeting of Shareholders. The Reporting Entities have also agreed to vote their shares in favor of the election of each of the Company's nominees for election as a director at the Company's 2006 Annual Meeting of Shareholders. The above description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.4 hereto and incorporated by reference herein. Item 5. Interest in Securities of the Issuer. Items 5(a) and (b) of the Statement are hereby amended and restated as follows: (a) As of the date of this filing, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 679,187 shares of Common Stock, representing approximately 1.85% of the shares of Common Stock presently outstanding based upon the 36,752,006 shares of Common Stock reported by the Company to be issued and outstanding as of January 30, 2006 in its Form 10-K filed with the Securities and Exchange Commission on February 13, 2006 (the "Issued and Outstanding Shares"). As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 679,187 shares of Common Stock owned by Barington Companies Equity Partners, L.P. As of the date of this filing, Barington Companies Offshore Fund, Ltd. (BVI) beneficially owns 506,182 shares of Common Stock, constituting approximately 1.38% of the Issued and Outstanding Shares. As of the date of this filing, Barington Investments, L.P. beneficially owns 410,269 shares of Common Stock, constituting approximately 1.12% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd. (BVI) and the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 506,182 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI) and the 410,269 shares of Common Stock owned by Barington Investments, L.P., representing an aggregate of 916,451 shares, constituting approximately 2.49% of the Issued and Outstanding Shares. As the Managing Member of Barington Companies Advisors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 506,182 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI). As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 679,187 shares of Common Stock owned by Barington Companies Equity Partners, L.P., representing an aggregate of 1,595,638 shares, constituting approximately 4.34% 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 679,187 shares owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 506,182 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,595,638 shares, constituting approximately 4.34% 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 679,187 shares owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 506,182 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,595,638 shares, constituting approximately 4.34% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 679,187 shares owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 506,182 shares owned by Barington Companies Offshore Fund, Ltd. (BVI). Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. As of the date of this filing, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 428,803 and 84,157 shares of Common Stock, respectively, constituting approximately 1.17% and 0.23%, respectively, of the Issued and Outstanding Shares. As the investment manager of Starboard Value and Opportunity Master Fund Ltd. and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 428,803 shares and the 84,157 shares, respectively, of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 512,960 shares, constituting approximately 1.4% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, LLC may be deemed to beneficially own the 428,803 shares and the 84,157 shares, respectively, of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 512,960 shares, constituting approximately 1.4% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, LLC, C4S & Co., LLC may be deemed to beneficially own the 428,803 shares and the 84,157 shares, respectively, of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 512,960 shares, constituting approximately 1.4% of the Issued and Outstanding Shares. As the managing members of C4S & Co., LLC, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 428,803 shares and the 84,157 shares, respectively, of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, representing an aggregate of 512,960 shares, constituting approximately 1.4% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 428,803 shares and the 84,157 shares, respectively, owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. 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 Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person's relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Item 6 of the Statement is hereby amended and supplemented as follows: On February 28, 2006, the Reporting Entities entered into an Agreement with the Company, as described in Item 4, a copy of which is attached as Exhibit 99.4 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit No. Exhibit Description 99.3 Extension Agreement, dated February 23, 2006, as amended on February 27, 2006 99.4 Letter Agreement among The Stride Rite Corporation, Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd. (BVI), Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss dated February 28, 2006 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: March 1, 2006 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ----------------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President BARINGTON INVESTMENTS, L.P. By: Barington Companies Advisors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President and CEO STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon ----------------------------------------- Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss SCHEDULE This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker. Shares purchased by Barington Companies Equity Partners, L.P. Number of Date Shares Price Per Share Cost(*) - ---- --------- --------------- ----------- 2/21/2006 8,088 $14.225 $115,051.80 2/22/2006 1,200 $14.095 $16,914.00 Shares purchased by Barington Companies Offshore Fund, Ltd. (BVI) Number of Date Shares Price Per Share Cost(*) - ---- --------- --------------- ----------- 2/21/2006 12,132 $14.225 $172,577.70 2/22/2006 1,800 $14.095 $25,371.00 Shares purchased by Barington Investments, L.P. Number of Date Shares Price Per Share Cost(*) - ---- --------- --------------- ----------- 2/21/2006 6,740 $14.225 $95,876.50 2/22/2006 1,000 $14.095 $14,095.00 Shares purchased by Starboard Value and Opportunity Master Fund Ltd. Number of Date Shares Price Per Share Cost(*) - ---- --------- --------------- ----------- 2/21/2006 5,662 $14.225 $80,541.95 2/22/2006 840 $14.095 $11,839.80 Shares purchased by Parche, LLC Number of Date Shares Price Per Share Cost(*) - ---- --------- --------------- ----------- 2/21/2006 1,078 $14.225 $15,334.55 2/22/2006 160 $14.095 $2,255.20 - ---------- (*) Excludes commissions and other execution-related costs. EX-99 2 kl02114_ex99-3.txt EXHIBIT 99.3 LETTER AGREEMENT EXHIBIT 99.3 LETTER AGREEMENT February 23, 2006 (4:00 p.m.) James A. Mitarotonda Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, New York 10019 Dear Mr. Mitaronda This letter agreement sets forth the agreement between Barington Companies Equity Partners, L.P., a Delaware limited partnership and its related affiliates ("Barington"), and The Stride Rite Corporation, a Massachusetts corporation (the "Company"), with respect to certain matters set forth herein. Pursuant to Section 12 of Article II of the Company's By-Laws, as amended (the "Bylaw"), to timely deliver nominations of candidates for election to the Board of Directors of the Company, notice thereof must be delivered to the Company no later than the close of business on the 10th day following the day on which public disclosure of the date of the applicable meeting of shareholders called for such election is made. The Company publicly disclosed the date of the 2006 Shareholders Meeting in its Annual Report filed with the Securities and Exchange Commission on February 13, 2006. Therefore, the deadline for timely delivering nominations to the Company is the close of business on February 23, 2006. Notwithstanding the foregoing, in order for the Company to have sufficient time to consider potential nominees by Barington to the Company's Board of Directors, the Company hereby agrees to extend the deadline for timely delivering nominations of candidates for election to the Board of Directors of the Company at its 2006 Annual Meeting of Shareholders to 5:00 p.m. EST on Monday, February 27, 2006 (the "Revised Deadline"). We both agree to keep this letter agreement confidential except to the extent that public disclosure, if any, is required under applicable laws, rules and regulations, both parties acknowledging and agreeing that no public disclosure is required prior to the Revised Deadline. By signing below, each party represents and warrants to the other that it has the full corporate power and authority to execute and deliver this letter agreement, this letter agreement has been duly authorized (including, without limitation, in the case of the Company, by such corporate and board action as is necessary under the Bylaws), executed and delivered by such party and this letter agreement constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms. If you accept and agree to this letter agreement, please sign in the space provided below. Sincerely, THE STRIDE RITE CORPORATION By: /s/ Charles W. Redepenning, Jr. /s/ Charles W. Redepenning, Jr. ----------------------------------- -------------------------------- Name: Charles W. Redepenning, Jr. Charles W. Redepenning, Jr. Title: General Counsel Secretary ACCEPTED AND AGREED TO THIS 23RD DAY OF FEBRUARY, 2006. BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its General Partner By: /s/ James A. Mitarotonda ---------------------------------- Name: James A. Mitarotonda Title: Managing Member LETTER AGREEMENT February 27, 2006 James A. Mitarotonda Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, New York 10019 Dear Mr. Mitaronda This letter agreement sets forth the agreement between Barington Companies Equity Partners, L.P., a Delaware limited partnership and its related affiliates ("Barington"), and The Stride Rite Corporation, a Massachusetts corporation (the "Company"), with respect to certain matters set forth herein. Pursuant to Section 12 of Article II of the Company's By-Laws, as amended (the "Bylaw"), to timely deliver nominations of candidates for election to the Board of Directors of the Company, notice thereof must be delivered to the Company no later than the close of business on the 10th day following the day on which public disclosure of the date of the applicable meeting of shareholders called for such election is made. The Company publicly disclosed the date of the 2006 Shareholders Meeting in its Annual Report filed with the Securities and Exchange Commission on February 13, 2006. Therefore, the deadline for timely delivering nominations to the Company is the close of business on February 23, 2006. Notwithstanding the foregoing, in order for the Company to have sufficient time to consider potential nominees by Barington to the Company's Board of Directors, the Company hereby agrees to extend the deadline for timely delivering nominations of candidates for election to the Board of Directors of the Company at its 2006 Annual Meeting of Shareholders to 5:00 p.m. EST on Tuesday, February 28, 2006 (the "Revised Deadline"). We both agree to keep this letter agreement confidential except to the extent that public disclosure, if any, is required under applicable laws, rules and regulations, both parties acknowledging and agreeing that no public disclosure is required prior to the Revised Deadline. By signing below, each party represents and warrants to the other that it has the full corporate power and authority to execute and deliver this letter agreement, this letter agreement has been duly authorized (including, without limitation, in the case of the Company, by such corporate and board action as is necessary under the Bylaws), executed and delivered by such party and this letter agreement constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms. If you accept and agree to this letter agreement, please sign in the space provided below. Sincerely, THE STRIDE RITE CORPORATION By: /s/ Charles W. Redepenning, Jr. /s/ Charles W. Redepenning, Jr. ---------------------------------- --------------------------------- Name: Charles W. Redepenning, Jr. Charles W. Redepenning, Jr. Title: General Counsel Secretary ACCEPTED AND AGREED TO THIS 27TH DAY OF FEBRUARY, 2006. BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its General Partner By: /s/ James A. Mitarotonda ------------------------------------ Name: James A. Mitarotonda Title: Managing Member EX-99 3 kl02114_ex99-4.txt EXHIBIT 99.4 LETTER AGREEMENT EXHIBIT 99.4 The Stride Rite Corporation 191 Spring Street Lexington, Massachusetts 02420 February 28, 2006 Barington Capital Group, L.P. 888 Seventh Avenue New York, NY 10019 Attn: Jared L. Landaw Managing Director and General Counsel Dear Mr. Landaw: This letter agreement, dated February 28, 2006 ("Agreement"), sets forth the understanding by and among The Stride Rite Corporation, a Massachusetts corporation (the "Company"), and the entities that are signatories hereto (collectively, the "Barington Group," and each, individually, a "member" of the Barington Group) which are or may be deemed to be members of a "group" with respect to the common stock of the Company, par value $0.25 per share (the "Common Stock"), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended. 1. Board Matters. (a) Promptly after the date hereof, the Company shall begin the process of identifying a candidate for appointment to its Board of Directors (the "Board") as an additional director (the "New Director") with business and operating experience in such areas as would enhance the Board and who is mutually acceptable to the Board's Committee on the Board and the Barington Group. The New Director shall qualify as an "independent director" under the listing standards of the New York Stock Exchange and the rules of the SEC, and shall be an individual that the members of the Board's Committee on the Board and the Barington Group reasonably believe does not have a relationship with the Barington Group that would impair the independence of such director in carrying out the responsibilities of a director of the Company. The Barington Group has submitted to the Company on a confidential basis three possible candidates for consideration as a New Director (the "Barington Proposed Candidates") and hereby confirms that any of them would be acceptable to the Barington Group. The Board has also indicated to the Barington Group on a confidential basis several possible candidates for consideration. Consideration of candidates will proceed expeditiously under the corporate governance guidelines of the Board's Committee on the Board. (b) Not later than April 30, 2006 (the "Appointment Deadline"), the Company shall increase the size of the Board from eight (8) to nine (9) directors. As soon as the Board's Committee on the Board and the Barington Group have reached agreement on the New Director, the Board will appoint the New Director as a Class II director. If by the Appointment Deadline the Board's Committee on the Board and the Barington Group have not agreed on a New Director other than one of the Barington Proposed Candidates, the Board will appoint as the New Director one of the Barington Proposed Candidates of its choice who meets the qualifications set forth in Section 1(a) above. The Company agrees to include the New Director in the Board's slate of nominees for election as a director of the Company at the Company's 2007 annual meeting of stockholders (the "2007 Annual Meeting") and to use its reasonable best efforts to cause the election of the New Director at the 2007 Annual Meeting (including, without limitation, recommending that the Company's shareholders vote in favor of the New Director's election). If at anytime prior to the 2007 Annual Meeting or during the term of the New Director that begins immediately after the 2007 Annual Meeting there shall occur a vacancy in the Board seat occupied by the New Director by reason of the resignation, removal, death or incapacity of the New Director, then the Company shall take all necessary action to fill such vacancy by a person selected in the same manner as, and who meets the qualifications of, the New Director set forth in Section 1(a) above. (c) As soon as practicable after the date hereof the Company shall file and mail to shareholders its definitive proxy statement for the Company's 2006 annual meeting of shareholders (the "2006 Annual Meeting") to be held on April 6, 2006. 2. Barington Group Matters. The Barington Group hereby agrees not to provide notice to the Secretary/Clerk of the Company of the intention of Barington Companies Equity Partners, L.P. or any other member of the Barington Group to nominate persons for election as directors at the 2006 Annual Meeting. Each of the members of the Barington Group hereby agrees to vote all shares of Common Stock which such member is entitled to vote at the 2006 Annual Meeting in favor of the election of each of the Company's nominees for election as a director at the 2006 Annual Meeting. 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Barington Group that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 4. Representations and Warranties of the Barington Group. Each member of the Barington Group represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms. 5. Public Announcement. The Company shall announce this Agreement and the material terms hereof by means of a mutually acceptable press release as soon as practicable on or after the date hereof. The parties hereto will provide each other the opportunity to review and comment upon any press release or other public announcement or statement with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or other public announcement or statement prior to such consultation, except as, in the reasonable 2 judgment of the relevant party, may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange. 6. Specific Performance. Each of the members of the Barington Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Barington Group or any of them, on the one hand, and the Company, on the other hand (the "Moving Party"), in addition to any other rights that may be available, shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. 7. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such parties' principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. 8. Representative. Each member of the Barington Group hereby irrevocably appoints James A. Mitarotonda, or Barington Capital Group, L.P. in the event that Mr. Mitarotonda is no longer serving in such role, as such member's attorney-in-fact and representative (the "Barington Representative"), in such member's place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each member of the Barington Group, upon any action taken by the Barington Representative or upon any document, notice, instruction or other writing given or executed by the Barington Representative. 9. Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. 3 10. Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto, or in the case of the Barington Group, the Barington Representative, or their respective successors or assigns. [Remainder of Page Intentionally Left Blank] 4 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof. THE STRIDE RITE CORPORATION By: /s/ Charles W. Redepenning, Jr. ------------------------------- Name: Charles W. Redepenning, Jr. Title: General Counsel and Secretary BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President 5 BARINGTON INVESTMENTS, L.P. By: Barington Companies Advisors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------ Name: James A. Mitarotonda Title: President and CEO STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory 6 PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ------------------------------ Name: Jeffrey M. Solomon Title: Managing Member 7 -----END PRIVACY-ENHANCED MESSAGE-----