Schedule 13D Amendment No. 2

-----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, EMH/hScy9GTczINjAvHqsyX0sSgmGXqw0Nt3Tw0yRBKCwvBhBTTt4AO89JcWgsL0 Nt6JaJJtdX7rd21SnBO2uw== 0000922423-06-000817.txt : 20060531 0000922423-06-000817.hdr.sgml : 20060531 20060530200753 ACCESSION NUMBER: 0000922423-06-000817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060530 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: 06875486 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 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 SC 13D/A 1 kl05110.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 2

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)

May 25, 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: o.

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 686,854

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 686,854

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

686,854

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.87%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.12%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 410,269

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 686,854

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 410,269

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

686,854

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,097,123

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.99%

______________________________________________________________________________

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 Companies Investors, LLC 13-4126527

_____________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x

(b) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 686,854

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

686,854

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

686,854

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.87%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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.

_____________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x

(b) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 730,715

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 730,715

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

730,715

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.99%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

SCHEDULE 13D

CUSIP No. 863314100

1) NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Barington Offshore Advisors, LLC 20-4797640

_____________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x

(b) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 730,715

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 730,715

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

730,715

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.99%

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

New York

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 1,827,838

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 1,827,838

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,827,838

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 1,827,838

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 1,827,838

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,827,838

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

United States

______________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 1,827,838

SHARES ____________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ____________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 1,827,838

WITH ____________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,827,838

______________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.17%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.23%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

SCHEDULE 13D

CUSIP No. 863314100

1) NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ramius Capital Group, L.L.C. 13-3937658

_____________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x

(b) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

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., L.L.C. 13-3946794

_____________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x

(b) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

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) o

______________________________________________________________________________

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) o

______________________________________________________________________________

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 o

______________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.40%

______________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2006, as amended by that Amendment No. 1 filed with the SEC on March 2, 2006 (together, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $0.25 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.

Item 2 of the Statement is hereby amended and restated as follows:

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore 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, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 2,340,798 shares of Common Stock, representing approximately 6.37% of the shares of Common Stock presently outstanding.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

The investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Starboard Value and Opportunity Master Fund Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of Starboard Value and Opportunity Master Fund Ltd. is

c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of Starboard Value and Opportunity Master Fund Ltd. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. Parche, LLC is a Delaware limited liability company. The address of the principal business and principal office of Parche, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.

The managing member of Parche, LLC is Admiral Advisors, LLC, a Delaware limited liability company formed to be the managing member of Parche, LLC. Admiral Advisors, LLC also serves as the investment manager for Starboard Value and Opportunity Master Fund Ltd. The address of the principal business and principal office of Admiral Advisors, LLC is 666 Third Avenue, 26^th Floor, New York, New York 10017.

The sole member of Admiral Advisors, LLC is Ramius Capital Group, L.L.C. Ramius Capital Group, L.L.C. is a Delaware limited liability company that is engaged in money management and investment advisory services for third parties and proprietary accounts. The address of the principal business and principal office of Ramius Capital Group, L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. The managing member of Ramius Capital Group, L.L.C. is C4S & Co., L.L.C., a Delaware limited liability company formed to be the managing member of Ramius Capital Group, L.L.C. The address of the principal business and principal office of C4S & Co., L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co., L.L.C. The business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017.

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.

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, and Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom.

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 232,200 shares of Common Stock. The amount of funds expended for such purchases was approximately $105,704.93 by Barington Companies Equity Partners, L.P. and $3,101,791.17 by Barington Companies Offshore Fund Ltd.

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 Schedule IV 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 May 25, 2006, certain of the Reporting Entities entered into a letter agreement (the “Agreement”) with the Company. Under the terms of the Agreement, the Company agreed to appoint Mark J. Cocozza as a Class II director of the Company as soon as reasonably practicable after the execution of the Agreement and to include Mr. Cocozza as a nominee for election as a director of the Company at the Company’s 2007 annual meeting of shareholders (the “2007 Annual Meeting”) and to use its reasonable best efforts to cause the election of Mr. Cocozza at the 2007 Annual Meeting. Under the terms of the Agreement, the Company also agreed to permit representatives of the Reporting Entities to meet in person with the Board of Directors of the Company on a quarterly basis.

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 99.5 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 686,854 shares of Common Stock, representing approximately 1.87% of the shares of Common Stock presently outstanding based upon the 36,721,456 shares of Common Stock reported by the Company to be issued and outstanding as of April 7, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on April 12, 2006 (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 of the date of this filing, Barington Companies Offshore Fund, Ltd. beneficially owns 730,715 shares of Common Stock, constituting approximately 1.99% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 1,097,123 shares, constituting approximately 2.99% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.87% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the 730,715 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 1.99% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 730,715 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,827,838 shares, constituting approximately 4.98% 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 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 730,715 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,827,838 shares of Common Stock, constituting approximately 4.98% 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 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 730,715 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,827,838 shares of Common Stock, constituting approximately 4.98% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 686,854 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 410,269 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 730,715 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. 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 of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 512,960 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the 428,803 shares and the 84,157 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 512,960 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 428,803 shares and the 84,157 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 512,960 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the managing members of C4S & Co., L.L.C., 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 of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 512,960 shares, constituting approximately 1.40% 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 owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, 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.

(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 (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.

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 May 25, 2006, certain of the Reporting Entities entered into an Agreement with the Company, as described in Item 4, a copy of which is attached as Exhibit 99.5 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.	Description

99.5	Letter Agreement among The Stride Rite Corporation, Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C. dated May 25, 2006

99.6	Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore 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, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss dated May 30, 2006 (which supersedes and replaces the Agreement of Joint Filing dated February 1, 2006, as previously filed as an exhibit to the Schedule 13D filed with the SEC on February 1, 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: May 30, 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 INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

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.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President

BARINGTON OFFSHORE 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

/s/ James A. Mitarotonda

James A. Mitarotonda

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. PARCHE, LLC By: Admiral Advisors, LLC, its managing member	ADMIRAL ADVISORS, LLC By: Ramius Capital Group, L.L.C., its sole member RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon Name: Jeffrey M. Solomon Title: Authorized Signatory
JEFFREY M. SOLOMON /s/ Jeffrey M. Solomon Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda	Chairman and Chief Executive	888 Seventh Avenue
Director and President	Officer of Barington Capital	17^th Floor
	Group, L.P.	New York, NY 10019

Sebastian E. Cassetta	Senior Managing Director and	888 Seventh Avenue
Director	Chief Operating Officer of	17^th Floor
	Barington Capital Group, L.P.	New York, NY 10019

Jonathan Clipper	Managing Director of	7 Reid Street, Suite 108
Director	Bedford Management Ltd.	Hamilton HM11, Bermuda

Graham Cook	Director/Manager, Corporate	Bison Court
Director	Services of Byson Financial	P.O. Box 3460
	Services, Ltd.	Road Town, Tortola
		British Virgin Islands

Forum Fund Services, Ltd.	Fund Administration	Washington Mall 1, 3^rd Flr.
Secretary		22 Church Street
		Hamilton HM11, Bermuda

Melvyn Brunt	Chief Financial Officer of	888 Seventh Avenue
Treasurer	Barington Capital Group, L.P.	17^th Floor
		New York, NY 10019

SCHEDULE II

Officers of LNA Capital Corp.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda President and CEO	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Sebastian E. Cassetta Secretary	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Melvyn Brunt Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

SCHEDULE III

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd.

Name and Position	Principal Occupation	Principal Business Address

Mark Mitchell Director	Managing Director of Ramius Capital Group, L.L.C.	666 Third Avenue 26^th Floor New York, New York 10017

Jeffrey M. Solomon Director	Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.	666 Third Avenue 26^th Floor New York, New York 10017

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

SCHEDULE IV

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.

Date	Number of Shares	Price Per Share	Cost(*)

3/10/2006	7,667	$13.787	$105,704.93

Shares purchased by Barington Companies Offshore Fund, Ltd.

Date	Number of Shares	Price Per Share	Cost(*)

3/2/2006	15,100	$13.931	$210,358.10
3/3/2006	19,900	$13.883	$276,271.70
3/6/2006	16,600	$13.794	$228,980.40
3/7/2006	50,000	$13.801	$690,050.00
3/8/2006	50,000	$13.697	$684,850.00
3/10/2006	15,333	$13.787	$211,396.07
4/4/2006	1,700	$14.173	$24,094.10
4/5/2006	3,000	$14.180	$42,540.00
4/6/2006	4,200	$14.168	$59,505.60
4/7/2006	5,000	$14.166	$70,830.00
4/10/2006	4,000	$14.155	$56,620.00
4/11/2006	10,000	$14.190	$141,900.00
5/12/2006	29,700	$13.616	$404,395.20

----------------------------------

(*) Excludes commissions and other execution-related costs.

EX-99.5 2 kl05110_ex99-5.htm EXHIBIT 99.5 LETTER Exhibit 99.5 Letter

EXHIBIT 99.5

The Stride Rite Corporation

191 Spring Street

Lexington, Massachusetts 02420

May 25, 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 May 25, 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, pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

1. Appointment of an Additional Director to the Board. In accordance with the agreement between the Company and the Barington Group dated February 28, 2006 (the “February Agreement”), the Board of Directors of the Company (the “Board”) shall appoint Mark J. Cocozza to the Board as a Class II director as soon as reasonably practicable after the execution of this Agreement. The Company agrees to include Mr. Cocozza on the Board’s slate of nominees for election as a director of the Company at the Company’s 2007 annual meeting of shareholders (the “2007 Annual Meeting”) and to use its reasonable best efforts to cause the election of Mr. Cocozza at the 2007 Annual Meeting (including, without limitation, recommending that the Company’s shareholders vote in favor of the election of Mr. Cocozza). If at anytime prior to the 2007 Annual Meeting or during the term of Mr. Cocozza that begins immediately after the 2007 Annual Meeting there shall occur a vacancy in the Board seat occupied by Mr. Cocozza by reason of the resignation, removal, death or incapacity of Mr. Cocozza, then the Company shall take all necessary action to fill such vacancy by a person who is mutually acceptable to the Board’s Committee on the Board and the Barington Group and meets the qualifications of a “New Director” as that term is defined in Section 1(a) of the February Agreement.

2. Board Access.

On a quarterly basis during each of the four fiscal quarters of the Company beginning with the fiscal quarter that starts June 3, 2006, no more than two (2) representatives of the Barington Group (the “Representatives”) shall be afforded an opportunity to meet in person with the Board (the “Meetings”). By written notice to the Board, the Representatives may be changed from time to time by the Barington Group. The Representatives shall deliver written notice to the Chairman of the Board of the request to have each Meeting, and each such Meeting shall occur either immediately prior to or immediately after the next scheduled Board meeting, except as otherwise agreed by the Representatives and the Company. Such Meetings may include participation by members of the Board by means of a conference telephone or video conference telephone hook-up that would satisfy the Company’s by-law requirement for a Board meeting, provided, however, that a majority of directors, the presiding independent director, and the Chairman of the Board shall be present in person at such Meetings.

The parties hereto acknowledge that the matters that may be discussed at any Meeting may include information regarding the Company that is material, non-public information. Further, the parties hereto acknowledge that pursuant to the United States securities laws any person that receives material, non-public information regarding the Company shall be prohibited from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company.

(c) The rights and obligations of the parties set forth in this Section 2 shall be fully binding on the parties hereto in accordance with the provisions hereof until June 2, 2007.

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 the execution of this Agreement and the appointment to the Board of Mr. Cocozza 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 filing with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or other public announcement or filing prior to such consultation, except as, in the reasonable 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.

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.

11. Notices. Except as set forth below, all notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given when and if delivered personally, five (5) business days after being sent if mailed by registered or certified mail (return receipt requested), postage prepaid, or upon receipt if sent by courier or overnight delivery service to the respective parties at the addresses set forth at the beginning of this Agreement (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof).

12. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13. No Waiver. Any waiver by either the Barington Representative or the Company of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of either the Barington Representative or the Company to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

14. Successors and Assigns. Neither the Barington Representative nor the Company may assign, delegate, or otherwise transfer any or all of its rights or obligations under this Agreement without an express written and signed approval of the other party. Any attempted assignment or delegation in contravention of this Section 14 will be null and void. This Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns or delegates.

[Remainder of Page Intentionally Left Blank]

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 INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

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.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President

BARINGTON OFFSHORE 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, L.L.C., its

sole member

By: /s/ Jeffrey M. Solomon

Name: Jeffrey M. Solomon

Title: Authorized Signatory

RAMIUS CAPITAL GROUP, L.L.C.

By: C4S & Co., L.L.C., its Managing Member

By: /s/ Jeffrey M. Solomon

Name: Jeffrey M. Solomon

Title: Authorized Signatory

C4S & CO., L.L.C.

By: /s/ Jeffrey M. Solomon

Name: Jeffrey M. Solomon

Title: Authorized Signatory

EX-99.6 3 kl05110_ex99-6.htm EXHIBIT 99.6 AGREEMENT OF JOINT FILING Exhibit 99.6 Agreement of Joint Filing

EXHIBIT 99.6

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing dated February 1, 2006.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: May 30, 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 INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

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.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President

BARINGTON OFFSHORE 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

/s/ James A. Mitarotonda

James A. Mitarotonda

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. PARCHE, LLC By: Admiral Advisors, LLC, its managing member	ADMIRAL ADVISORS, LLC By: Ramius Capital Group, L.L.C., its sole member RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon Name: Jeffrey M. Solomon Title: Authorized Signatory
JEFFREY M. SOLOMON /s/ Jeffrey M. Solomon Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

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