-----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, R8VCehzEDqKjgRFbIdm7K36Mb7vqzl1NR/5N80QkZJ/P9yBIGDdJdaJTaVNUzWzg nWWcBzYJ4HjNpoA1t2FE6Q== 0001193805-10-000596.txt : 20100301 0001193805-10-000596.hdr.sgml : 20100301 20100301180731 ACCESSION NUMBER: 0001193805-10-000596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100225 FILED AS OF DATE: 20100301 DATE AS OF CHANGE: 20100301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646648 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRAUSS THOMAS W CENTRAL INDEX KEY: 0001043935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646646 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646645 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPC Group Inc. CENTRAL INDEX KEY: 0001452217 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 200863618 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 5151 SAN FELIPE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-627-7474 MAIL ADDRESS: STREET 1: 5151 SAN FELIPE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Texas Petrochemicals Inc. DATE OF NAME CHANGE: 20081215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG HOLDINGS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646643 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS LLC DATE OF NAME CHANGE: 20080617 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C4S & CO LLC CENTRAL INDEX KEY: 0001267474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646649 BUSINESS ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARK MORGAN B CENTRAL INDEX KEY: 0001267535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646647 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646644 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (646) 562-1000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53534 FILM NUMBER: 10646650 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 4 1 e606532_ex.xml X0303 4 2010-02-25 0 0001452217 TPC Group Inc. TXPI.PK 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001267535 STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001466538 COWEN GROUP, INC. C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001050154 RCG HOLDINGS LLC C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK NY 0 0 1 0 Common Stock, $0.01 Par Value 2010-02-25 4 S 0 40069 9.2000 D 319285 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.01 Par Value 2010-02-25 4 S 0 25 9.2000 D 319260 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.01 Par Value 2010-02-25 4 S 0 8305 9.2000 D 74331 I By RCG PB, Ltd Common Stock, $0.01 Par Value 2010-02-25 4 S 0 1601 9.2000 D 72730 I By RCG PB, Ltd Common Stock, $0.01 Par Value 1451405 I By Ramius Credit Opp. Master Fund Ltd Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Credit Opportunities Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. (Continued from previous footnote). As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. On September 15, 2008, 25,000 Shares reported herein as being beneficially owned by Enterprise Master Fund (the Enterprise Frozen Shares) were frozen in Enterprise Master Fund's prime brokerage account as a result of the administration of Lehman Brothers International (Europe) (LBIE), which, through certain of its affiliates, was a prime broker for Enterprise Master Fund. The current status of the Enterprise Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise Master Fund claims beneficial ownership over the Enterprise Frozen Shares until such time as a final determination concerning the Enterprise Frozen Shares is made. Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Shares of Common Stock beneficially owned by Ramius Credit Opportunities Master Fund Ltd (Ramius Credit Opportunities). As the sole member of Ramius Advisors, the investment advisor of Ramius Credit Opportunities, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. (Continued from previous footnote). As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. On September 15, 2008, 1,451,405 Shares reported herein as being beneficially owned by Ramius Credit Opportunities (the Frozen Shares) were frozen in Ramius Credit Opportunities' prime brokerage account as a result of the administration of LBIE, which, through certain of its affiliates, was a prime broker for Ramius Credit Opportunities. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Ramius Credit Opportunities claims beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2010-03-01 By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2010-03-01 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2010-03-01 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2010-03-01 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2010-03-01 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2010-03-01 By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory 2010-03-01 By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory 2010-03-01 -----END PRIVACY-ENHANCED MESSAGE-----