-----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, DuT2QYdX6Layr9qL1l7EKJJ+e1XfSk4Umdvz2gBFIdOMln0grtn5N+ZAqmlxeg1q 5CT+JhrRM2Nbxn0kaK8hZw== 0000922423-06-000885.txt : 20060614 0000922423-06-000885.hdr.sgml : 20060614 20060614163604 ACCESSION NUMBER: 0000922423-06-000885 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ALUMINUM CORP CENTRAL INDEX KEY: 0000051103 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 952385235 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13611 FILM NUMBER: 06905177 BUSINESS ADDRESS: STREET 1: PO BOX 6 CITY: MONTEREY PARK STATE: CA ZIP: 91754 BUSINESS PHONE: 3232641670 MAIL ADDRESS: STREET 1: PO BOX 6 CITY: MONTERY PARK STATE: CA ZIP: 91754 SC 13D/A 1 kl06035.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
(Amendment No. 4)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
International Aluminum Corporation
(Name of Issuer)

Common Stock, par value $1.00 per share
(Title of class of Securities)
 
458884103
(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 1, 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: ¨.
 

 

Page 1

SCHEDULE 13D
 
CUSIP No. 458884103

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Equity Partners, L.P.                                                    < /font>13-4088890
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7)  SOLE VOTING POWER
    100,843
8)  SHARED VOTING POWER
    none
9)  SOLE DISPOSITIVE POWER
    100,843
10)  SHARED DISPOSITIVE POWER
    none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,843
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.34%
 
14)     TYPE OF REPORTING PERSON
PN
 
 

 
Page 2

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Investments, L.P.                                                            20-2871525
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
18,116
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
18,116
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,116
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.42%
 
14)     TYPE OF REPORTING PERSON
PN
 

 

Page 3

SCHEDULE 13D
 
CUSIP No. 458884103



1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Advisors, LLC                                                            20-0327470
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
18,116
8) SHARED VOTING POWER
100,843
9) SOLE DISPOSITIVE POWER
18,116
10) SHARED DISPOSITIVE POWER
100,843
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,959
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.76%
 
14)     TYPE OF REPORTING PERSON
IA, OO
 


Page 4

SCHEDULE 13D
 
CUSIP No. 458884103



1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Investors, LLC                                                               13-4126527
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
100,843
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
100,843
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,843
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.34%
 
14)     TYPE OF REPORTING PERSON
OO
 
 


Page 5

SCHEDULE 13D
 
CUSIP No. 458884103



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)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
29,948
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
29,948
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,948
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.70%
 
14)     TYPE OF REPORTING PERSON
CO
 
 
 

Page 6

SCHEDULE 13D
 
CUSIP No. 458884103


 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Offshore Advisors, LLC                                                            20-0327470
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
29,948
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
29,948
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,948
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.70%
 
14)     TYPE OF REPORTING PERSON
IA, OO
 

 

Page 7

SCHEDULE 13D
 
CUSIP No. 458884103




1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Capital Group, L.P.                                                                13-3635132
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
148,907
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
148,907
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,907
 
12)    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.46%
 
14)     TYPE OF REPORTING PERSON
PN
 

 

Page 8

SCHEDULE 13D
 
CUSIP No. 458884103



1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LNA Capital Corp.                                                                        13-3635168
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
148,907
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
148,907
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,907
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.46%
 
14)     TYPE OF REPORTING PERSON
CO
 

 

Page 9

SCHEDULE 13D
 
CUSIP No. 458884103
 


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Mitarotonda
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
148,907
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
148,907
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,907
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.46%
 
14)     TYPE OF REPORTING PERSON
IN
 
 


Page 10

SCHEDULE 13D
 
CUSIP No. 458884103

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Parche, LLC                                                                        20-0870632
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
24,403
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
24,403
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,403
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57%
 
14)     TYPE OF REPORTING PERSON
CO
 



Page 11

SCHEDULE 13D
 
CUSIP No. 458884103



1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starboard Value & Opportunity Fund, LLC                                                     ;    37-1484524
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
118,502
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
118,502
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,502
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.75%
 
14)     TYPE OF REPORTING PERSON
OO
 
 

 
Page 12

SCHEDULE 13D
 
CUSIP No. 458884103

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RCG Equity Market Neutral Master Fund, Ltd.                                                        98-0365487
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
5,300
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
5,300
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
 
14)     TYPE OF REPORTING PERSON
CO
 
 
 

Page 13

SCHEDULE 13D
 
CUSIP No. 458884103



1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RCG Halifax Fund, Ltd.                                                                    98-0197623
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
5,833
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
5,833
10) SHARED DISPOSITIVE POWER
none
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,833
 
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14 %
 
14) TYPE OF REPORTING PERSON
CO
 


Page 14

SCHEDULE 13D
 
CUSIP No. 458884103
 

1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ramius Master Fund, Ltd.     
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
95,667
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
95,667
10) SHARED DISPOSITIVE POWER
none
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,667
 
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.22 %
 
14) TYPE OF REPORTING PERSON
CO
 
 
 

Page 15

SCHEDULE 13D
 
CUSIP No. 458884103

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ramius Master Fund III, Ltd.     
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS WC
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
5,549
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
5,549
10) SHARED DISPOSITIVE POWER
none
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,549
 
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13 %
 
14) TYPE OF REPORTING PERSON
CO
 
 
 
 
Page 16

SCHEDULE 13D
 
CUSIP No. 458884103
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Admiral Advisors, LLC                                                                    37-1484525
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
142,905
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
142,905
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,905
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.32%
 
14)     TYPE OF REPORTING PERSON
IA, OO
 
 

 

Page 17

SCHEDULE 13D
 
CUSIP No. 458884103
 

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ramius Advisors, LLC                                                                13-3954331     
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS  OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
101,216
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
        101,216
10) SHARED DISPOSITIVE POWER
none
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                          101,216
 
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.35 %
 
14) TYPE OF REPORTING PERSON
IA, OO
 
 
 

Page 18

SCHEDULE 13D
 
CUSIP No. 458884103


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)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
255,254
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
255,254
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,254
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
 
14)     TYPE OF REPORTING PERSON
IA, OO
 


Page 19

SCHEDULE 13D
 
CUSIP No. 458884103


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)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
255,254
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
255,254
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,254
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
 
14)     TYPE OF REPORTING PERSON
OO
 
 

 

Page 20

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter A. Cohen
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
255,254
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
255,254
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,254
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
 
14)     TYPE OF REPORTING PERSON
IN
 


Page 21

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey M. Solomon
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
255,254
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
255,254
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,254
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
 
14)   TYPE OF REPORTING PERSON
IN
 


Page 22

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Strauss
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
255,254
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
255,254
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,254
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
 
14)     TYPE OF REPORTING PERSON
IN
 


Page 23

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millenco, L.P.                                                                        13-3532932
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
 
14)     TYPE OF REPORTING PERSON
PN, BD
 


Page 24

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Management, L.L.C.                                                            13-3804139
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
 
14)     TYPE OF REPORTING PERSON
OO
 


Page 25

SCHEDULE 13D
 
CUSIP No. 458884103


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel A. Englander
 
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
   
(b)
¨
 
3)
SEC USE ONLY
   
 
4)
SOURCE OF FUNDS OO
   
 
5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
 
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7) SOLE VOTING POWER
none
8) SHARED VOTING POWER
none
9) SOLE DISPOSITIVE POWER
none
10) SHARED DISPOSITIVE POWER
none
11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
 
12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
 
14)     TYPE OF REPORTING PERSON
IN

 
 
Page 26


 
This Amendment No. 4 amends the Schedule 13D filed with the Securities and Exchange Commission on July 20, 2004, as amended and restated by that certain Amendment No. 1 filed on January 20, 2005 and amended by that certain Amendment No. 2 filed on March 7, 2005 and that certain Amendment No. 3 filed on April 19, 2005 (together, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. and others with respect to the common stock, par value $1.00 per share, of International Aluminum Corporation, a California corporation (the “Company”). The principal executive offices of the Company are located at 767 Monterey Pass Road, Monterey Park, California 91754.
 
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 & Opportunity Fund, LLC, Parche, LLC, RCG Equity Market Neutral Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Fund III, Ltd, Admiral Advisors, LLC, Ramius 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”). The Statement is also being filed by Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander, who are no longer members of the group as further described in this Item 2.
 
As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 404,161 shares of Common Stock, representing approximately 9.39% 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
 

 
Page 27


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.
 

Page 28


Each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is a Delaware limited liability company 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 address of the principal offices of Starboard Value & Opportunity Fund, LLC and Parche, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.
 
The managing member of each of Starboard Value & Opportunity Fund, LLC and Parche, LLC is Admiral Advisors, LLC. 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 offices 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 offices of C4S& Co., LLC 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.

Each of RCG Equity Market Neutral Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, 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 each of RCG Equity Market Neutral Master Fund, Ltd., , RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The officers and directors of each of RCG Equity Market Neutral Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd and their respective principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. Ramius Advisors, LLC serves as the investment manager for Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. The address of the principal business and principal office of Ramius Advisors, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.
 
The sole member of Admiral Advisors, LLC and Ramius Advisors, LLC and the investment manager of each of RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd. 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.
 

Page 29


As a result of the transaction described in Item 3 below, Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander are no longer beneficial owners of the shares of Common Stock previously held in an investment account managed by Barington Companies Advisors, LLC on behalf of Millenco, L.P. and will no longer be a party to any further Schedule 13D filings by the Reporting Entities.
 
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 202,855 shares of Common Stock. The amount of funds expended for such purchases was approximately $199,291.58 by Barington Companies Equity Partners, L.P., $372,581.06 by Barington Companies Offshore Fund Ltd., $707,248.64 by Barington Investments, L.P., $87,752.34 by Parche, LLC, $460,961.17 by Starboard Value & Opportunity Fund, LLC, $85,858.91 by RCG Equity Market Neutral Master Fund, Ltd., $240,821.90 by RCG Halifax Fund, Ltd., $4,344,061.14 by Ramius Master Fund, Ltd., $235,833.05 by Ramius Fund III, Ltd. and $401,369.26 by Millenco, L.P. As part of these transactions, on June 12, 2006, Barington Investments, L.P. purchased an aggregate of 18,116 shares of Common Stock from Millenco, L.P. at a price of $39.04 per share, the closing price of the Company’s Common Stock on the Nasdaq National Market on such date.
 
All purchases and sales of Common Stock by the Reporting Entities were, except as described in the Schedule IV attached hereto, 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, except as otherwise described in Schedule IV, funded by
 

 
Page 30


working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 5. Interest in Securities of the Issuer.
 
Items 5(a) and 5(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 100,843 shares of Common Stock, representing approximately 2.34% of the shares of Common Stock presently outstanding based upon the 4,305,338 shares of Common Stock reported by the Company to be issued and outstanding as of May 1, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on May 8, 2006 (the “Issued and Outstanding Shares”).
 
As of the date of this filing, Barington Investments, L.P. beneficially owns 18,116 shares of Common Stock, constituting approximately 0.42% of the Issued and Outstanding Shares. As of the date of this filing, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 29,948 shares of Common Stock, constituting approximately 0.70% 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 18,116 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 118,959 shares, constituting approximately 2.76% 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 2.34% 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 29,948 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 0.70% 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 18,116 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 29,948 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 148,907 shares, constituting approximately 3.46% 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 18,116 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 29,948 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 148,907 shares of Common Stock, constituting approximately 3.46% 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 18,116
 

Page 31


shares of Common Stock beneficially owned by Barington Investments, L.P. and the 29,948 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 148,907 shares of Common Stock, constituting approximately 3.46% 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 100,843 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 100,843 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 18,116 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 29,948 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 Parche, LLC and Starboard Value & Opportunity Fund, LLC beneficially own 24,403 and 118,502 shares of Common Stock, respectively, constituting approximately 0.57% and 2.75%, respectively, of the Issued and Outstanding Shares. As the managing member of each of Parche, LLC and Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 24,403 shares and the 118,502 shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, representing an aggregate of 142,905 shares, constituting approximately 3.32% of the Issued and Outstanding Shares. As of the date of this filing, each of RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd. beneficially own 5,300 and 5,833 shares of Common Stock, respectively, constituting approximately 0.12% and 0.14%, respectively, of the Issued and Outstanding Shares. As of the date of this filing, each of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd beneficially own the 95,667 and 5,549 shares of Common Stock, respectively, constituting approximately 2.22% and 0.13%, respectively, of the Issued and Outstanding Shares. As the investment manager of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, Ramius Advisors, LLC may be deemed to beneficially own the 95,667 shares and the 5,549 shares of Common Stock owned by Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, respectively, representing an aggregate of 101,216 shares, constituting approximately 2.35% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC and Ramius Advisors, LLC and the investment manager of each of RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd., Ramius Capital Group, L.L.C. may be deemed to beneficially own the 24,403 shares, the 118,502 shares, 95,667 shares, the 5,549 shares, the 5,300 shares and the 5,833 shares of Common Stock owned by Parche, LLC, Starboard Value & Opportunity Fund, LLC, Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd., respectively, representing an aggregate of 255,254 shares, constituting approximately 5.93% 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 24,403 shares, the 118,502 shares, the 95,667 shares, the 5,549 shares, the 5,300 shares and the 5,833 shares of Common Stock owned by Parche, LLC, Starboard Value & Opportunity Fund, LLC, Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd., respectively, representing an aggregate of 255,254 shares, constituting approximately 5.93% 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 24,403 shares, the 118,502 shares, the 95,667 shares, the 5,549 shares,
 

Page 32


the 5,300 shares and the 5,833 shares of Common Stock owned by Parche, LLC, Starboard Value & Opportunity Fund, LLC, Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd., respectively, representing an aggregate of 255,254 shares, constituting approximately 5.93% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 24,403 shares, the 118,502 shares, the 95,667 shares, the 5,549 shares, the 5,300 shares and the 5,833 shares of Common Stock owned by Parche, LLC, Starboard Value & Opportunity Fund, LLC, Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Equity Market Neutral Master Fund, Ltd. and RCG Halifax Fund, Ltd., 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.
 
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
 
(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (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:
 
Barington Companies Advisors, LLC is compensated for its services as the general partner of Barington Investments, L.P. by an affiliate of Millennium Partners, L.P., the limited partner of Barington Investments, L.P., pursuant to a separate agreement.
 

 
Page 33


 
Item 7.
Material to be Filed as Exhibits.
 
The information contained in Item 7 of the Statement is hereby amended and supplemented by adding the following:
 
Exhibit No.    Exhibit Description
 
99.4
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 & Opportunity Fund, LLC, Parche, LLC, RCG Equity Market Neutral Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Fund III, Ltd, Admiral Advisors, LLC, Ramius 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, Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander dated June 14, 2006 (which supersedes and replaces the Agreement of Joint Filing dated April 19, 2005, as previously filed as Exhibit 99.2 to the Schedule 13D filed with the SEC on April 19, 2005).
 
 

 
 

Page 34


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: June 14, 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: Authorized Signatory

BARINGTON COMPANIES ADVISORS, LLC
 
 
By:
/s/ James A. Mitarotonda                               
 
Name:
James A. Mitarotonda
 
Title:
Authorized Signatory
 
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
 

 
Page 35



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
 
PARCHE, LLC
 
By:
Admiral Advisors, LLC, its managing member
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
By:
Admiral Advisors, LLC, its managing member
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
RCG EQUITY MARKET NEUTRAL MASTER FUND, LTD.
By: Ramius Capital Group, L.L.C., its investment manager

 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
RCG HALIFAX FUND, LTD.
By: Ramius Capital Group, L.L.C., its investment manager

 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 

Page 36

 

 
RAMIUS MASTER FUND, LTD.

By: Ramius Advisors, LLC, its investment manager
By: Ramius Capital Group, L.L.C., its sole member

 
By:
/s/ Jeffrey M. Solomon______________________
Name: Jeffrey M. Solomon
Title: Authorized Signatory

RAMIUS FUND III, LTD

By: Ramius Advisors, LLC, its investment manager
By: Ramius Capital Group, L.L.C., its investment manager

 
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 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:
Managing Member
 
C4S & CO., L.L.C.
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Managing Member
 

Page 37


/s/ Jeffrey M. Solomon                                          
Individually and as attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
 
MILLENCO, L.P.
 
By:
Millennium Management, L.L.C., its general partner
 
 
By:
/s/ Terry Feeney                                               
 
Name:
Terry Feeney
 
Title:
Chief Operating Officer
 
MILLENIUM MANAGEMENT, L.L.C.

 
By:
/s/ Terry Feeney                                               
 
Name:
Terry Feeney
 
Title:
Chief Operating Officer
 
/s/ Israel A. Englander                                               
Israel A. Englander
 
 

 
Page 38


SCHEDULE I
 
Directors and Officers of Barington Companies Offshore Fund, Ltd.
 
Name and Position
Principal Occupation
Principal Business Address
     
James A. Mitarotonda
Director and President
Chairman and Chief Executive
Officer of Barington Capital
Group, L.P.
888 Seventh Avenue
17th 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
17th Floor
New York, NY 10019
     
Jonathan Clipper
Director
Managing Director of
Bedford Management Ltd.
7 Reid St., Suite 108
Hamilton HM11, Bermuda

Graham Cook
Director
Director/Manager, Corporate
Bedford Management Ltd.
Bison Court
P.O. Box 3460
Road Town, Tortola
British Virgin Islands
     
Forum Fund Services, Ltd.
Secretary
Fund Administration
 
Washington Mall 1, 3rd Flr.
22 Church Street
Hamilton HM11, Bermuda
     
Melvyn Brunt
Treasurer
Chief Financial Officer of
Barington Capital Group, L.P.
888 Seventh Avenue
17th Floor
New York, NY 10019

 
 

Page 39


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

 
 

 
Page 40


SCHEDULE III
 
Directors and Officers of RCG Equity Market Neutral Master Fund, Ltd.
 

Name and Position   Principal Occupation    Principal Business Address 
     
Jeffrey 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
26th Floor
New York, New York 10017
     
Mason Stark
Director
Portfolio Manager
Ramius Capital Group, L.L.C.
666 Third Avenue
26th 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



 

Page 41

 

 
SCHEDULE III (Continued)
 
Directors and Officers of RCG Halifax Fund, Ltd.

 
Name and Position    Principal Occupation    Principal Business Address 
     
Jeffrey 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
26th Floor
New York, New York 10017
     
Morgan B. Stark
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.
666 Third Avenue
26th 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
 

 

 
Page 42


 
 
SCHEDULE III (Continued)

Directors and Officers of Ramius Master Fund, Ltd.
 
 
Name and Position    Principal Occupation    Principal Business Address 
     
Morgan B. Stark
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.
666 Third Avenue
26th Floor
New York, New York 10017
     
Marran Ogilvie
Director
General Counsel of Ramius Capital Group, L.L.C.
666 Third Avenue
26th 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
 
 
 

 

Page 43


SCHEDULE III (Continued)
 
Directors and Officers of Ramius Fund III, Ltd

 
Name and Position    Principal Occupation    Principal Business Address 
     
Morgan B. Stark
Director
Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.
666 Third Avenue
26th Floor
New York, New York 10017
     
Marran Ogilvie
Director
General Counsel of Ramius Capital Group, L.L.C.
666 Third Avenue
26th 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



 
Page 44


SCHEDULE IV

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. Except as described in footnotes 1 and 2 to this Schedule IV, all transactions were effectuated in the open market through a broker.

Barington Companies Equity Partners, L.P.

Date
Number of
 Shares Purchased or
 (Sold)
Price Per
Share (in $)
Cost(* )
(in $)
4/28/2005
86
31.049
2,670.21
5/17/2005
25
30.700
767.50
6/2/2005
(270)
35.437
(9,567.99)
6/3/2005
(270)
35.305
(9,532.35)
6/6/2005
(1,321)
34.118
(45,069.88)
6/21/2005
762
32.100
24,460.20
6/24/2005
1,448
31.185
45,155.88
6/27/2005
1,143
31.629
36,151.95
6/28/2005
304
31.535
9,586.64
6/29/2005
304
31.700
9,636.80
7/6/2005
760
31.390
23,856.40
7/7/2005
120
30.250
3,630.00
7/11/2005
160
30.850
4,936.00
7/12/2005
40
31.000
1,240.00
7/13/2005
1,200
31.000
37,200.00
11/3/2005
(303)
40.910
(12,395.73)
12/5/2005
(1,550)
40.056
(62,086.80)
12/22/2005
(1,644)
40.525
(66,623.10)
12/28/2005
(964)
40.987
(39,511.47)
1/11/2006
(150)
39.600
(5,940.00)
1/12/2006
(1,267)
39.480
(50,021.16)

Barington Investments, L.P.

Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
6/12/2006
18,116
39.04
707,248.64
 
 
-------------------------------
* Excludes brokerage commissions
 
 
Page 45

 

 
Barington Companies Offshore Fund, Ltd.

Date
Number of
 Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
4/21/2005
46
30.587
1,407.00
4/25/2005
93
31.750
2,952.75
4/26/2005
31
31.565
978.52
4/27/2005
464
31.000
14,384.00
4/28/2005
87
31.049
2,701.26
5/17/2005
25
30.700
767.50
6/2/2005
(58)
35.437
(2,055.35)
6/3/2005
(58)
35.305
(2,047.69)
6/6/2005
(285)
34.118
(9,723.63)
6/21/2005
164
32.100
5,264.40
6/24/2005
312
31.185
9,729.72
6/27/2005
246
31.629
7,780.73
6/28/2005
66
31.535
2,081.31
6/29/2005
66
31.700
2,092.20
7/6/2005
165
31.390
5,179.35
7/7/2005
90
30.250
2,722.50
7/11/2005
120
30.850
3,702.00
7/12/2005
30
31.000
930.00
7/13/2005
900
31.000
27,900.00
7/14/2005
1,200
31.000
37,200.00
11/3/2005
(71)
40.910
(2,904.61)
12/5/2005
(365)
40.056
(14,620.44)
12/22/2005
(388)
40.525
(15,723.70)
12/28/2005
(227)
40.987
(9,304.05)
1/11/2006
(36)
39.600
(1,425.60)
1/12/2006
(298)
39.480
(11,765.04)
2/27/2006
4,667
38.559
17,9954.85
2/28/2006
1,667
38.904
64,852.97


Parche, LLC

Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
4/21/2005
18
30.5877
550.58
4/25/2005
36
31.7500
1,143.00
 
 
-------------------------------
* Excludes brokerage commissions
 
 
Page 46

 
 
4/26/2005
12
31.5658
378.79
4/27/2005
183
31.0000
5,673.00
4/28/2005
43
31.0487
1,335.09
5/17/2005
12
30.6974
368.37
6/01/2005
(64)
35.4363
(2,267.92)
6/03/2005
(63)
35.3062
(2,224.29)
6/06/2005
(311)
34.1182
(10,610.76)
11/03/2005
(67)
40.9100
(2,740.97)
12/05/2005
(344)
40.0557
(13,779.16)
12/22/2005
(365)
40.5254
(14,791.77)
12/28/2005
(214)
40.9868
(8,771.18)
1/11/2006
(34)
39.6000
(1,346.40)
1/12/2006
(281)
39.4802
(11,093.94)
2/27/2006
1,493
38.5585
57,567.84
2/28/2006
533
38.9037
20,735.67
 
Starboard Value & Opportunity Fund, LLC

Date
Number of
 Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
4/21/2005
96
30.5877
2,936.42
4/25/2005
192
31.7500
6,096.00
4/26/2005
64
31.5658
2,020.21
4/27/2005
960
31.000
29,760.00
4/28/2005
224
31.0487
6,954.91
5/17/2005
64
30.6974
1,964.63
6/01/2005
(305)
35.4363
(10,808.07)
6/03/2005
(306)
35.3062
(10,803.70)
6/06/2005
(1,499)
34.1182
(51,143.18)
11/03/2005
(324)
40.9100
(13,254.84)
12/05/2005
(1,661)
40.0557
(66,532.52)
12/22/2005
(1,762)
40.5254
(71,405.75)
12/28/2005
(1,033)
40.9868
(42,339.36)
1/11/2006
(162)
39.6000
(6,415.20)
1/12/2006
(1,357)
39.4802
(53,574.63)
2/27/2006
7,840
38.5585
302,298.64
2/28/2006
2,800
38.9037
108,930.36
 
RCG Equity Market Neutral Master Fund, Ltd.

Date
Number of
 Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(*)
(in $)
5/01/2005
(69,980)1
30.7500
(2,151,885.00)
 
 
-------------------------------
* Excludes brokerage commissions
 
 
Page 47

 
 
6/01/2005
(62)
35.4370
(2,197.09)
6/03/2005
(62)
35.3050
(2,188.91)
6/06/2005
(303)
34.1186
(10,337.94)
8/01/2005
(18,508)
33.3000
(616,316.40)
12/05/2005
(100)
40.0557
(4,005.57)
12/22/2005
(100)
40.5254
(4,052.54)
12/28/2005
(50)
40.9868
(2,049.34)
1/03/2006
450
39.5400
17,793.00
1/11/2006
(200)
39.6000
(7,920.00)
1/12/2006
(100)
39.4802
(3,948.02)
2/02/2006
(100)
39.5000
(3,950.00)
2/03/2006
(50)
39.6830
(1,984.15)
2/06/2006
(250)
40.0604
(10.015.10)
2/07/2006
(116)
40.2214
(4,665.68)
2/08/2006
(69)
40.4645
(2,792.05)
2/09/2006
(50)
40.5993
(2,029.97)
2/14/2006
(50)
40.2100
(2,010.50)
2/15/2006
(250)
40.2900
(10,072.50)
2/27/2006
450
38.5585
17,351.33
2/27/2006
750
39.6827
29,762.03
2/28/2006
150
38.9037
5,835.56
5/08/2006
350
43.1914
15,116.99

RCG Halifax Fund, Ltd.

Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(*)
(in $)
6/01/2005
(31)
35.4370
(1,098.55)
6/03/2005
(31)
35.3050
(1,094.46)
6/06/2005
(152)
34.1186
(5,186.03)
11/11/2005
(1,050)
38.1671
(40,075.46)
11/14/2005
(1,000)
38.5000
(38,500.00)
12/05/2005
(200)
40.0557
(8,011.14)
12/22/2005
(200)
40.5254
(8,105.08)
12/28/2005
(100)
40.9868
(4,098.68)
1/03/2006
(9,019)
39.5400
(356,611.26)
5/03/2006
3,500
42.2654
147,928.90
6/01/2006
2,333
39.8174
92,893.00
 
-------------------------------
* Excludes brokerage commissions
 
 
Page 48

 
 
Ramius Master Fund, Ltd.
 
Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
5/01/2005
69,9801
30.7500
2,151,885.00
6/01/2005
(184)
35.4370
(6,520.41)
6/03/2005
(184)
35.3050
(6,496.12)
6/06/2005
(902)
34.1186
(30,774.98)
8/01/2005
18,508
33.3000
616,316.40
11/05/2005
(400)
40.9100
(16,364.00)
12/05/2005
(1,700)
40.0557
(68,094.69)
12/06/2005
(200)
40.0750
(8,015.00)
12/22/2005
(1,850)
40.5254
(74,971.99)
12/28/2005
(1,100)
40.9868
(45,085.48)
1/03/2006
8,569
39.5400
338,818.26
1/12/2006
(1,550)
39.4802
(61,194.31)
2/02/2006
(2,500)
39.5000
(98,750.00)
2/03/2006
(950)
39.6830
(37,698.85)
2/06/2006
(4,750)
40.0604
(190,286.90)
2/07/2006
(2,784)
40.2214
(111,976.38)
2/08/2006
(1,635)
40.4645
(66,159,46)
2/09/2006
(1,450)
40.5993
(58,868.96)
2/14/2006
(350)
40.2100
(14,073.50)
2/15/2006
(4,750)
40.2900
(191,377.50)
2/17/2006
100
40.3100
4,031.00
2/21/2006
3,800
40.4124
153,567.12
2/27/2996
8,883
38.5585
342,515.16
2/27/2006
15,450
39.6827
613,097.72
2/28/2006
3,183
38.9037
123,830.48
5/01/2006
(5,549)2
42.5001
(235,833.05)
 
Ramius Fund III, Ltd

Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(*)
(in $)
5/01/2006
5,5492
42.5001
235,833.05
 
 
 
---------------------------------------------
1 The shares reported as acquired by Ramius Master Fund, Ltd. and sold by RCG Equity Market Neutral Master Fund, Ltd. were acquired by Ramius Master Fund, Ltd. from RCG Equity Market Neutral Master Fund, Ltd. as a distribution in kind on May 1, 2005. The price per unit for these 69,980 shares on the date of distribution was $30.7500.
 
2 The shares reported as acquired by Ramius Fund III, Ltd and sold by Ramius Master Fund, Ltd. were acquired by Ramius Fund III, Ltd from Ramius Master Fund, Ltd. as a distribution in kind on May 1, 2006. The price per unit for these 5,549 shares on the date of distribution was $42.5001.
 
* Excludes brokerage commissions
 
 
 
Page 49



Millenco, L.P.

Date
Number of
Shares Purchased or
(Sold)
Price Per
Share (in $)
Cost(* )
(in $)
4/21/2005
140
30.587
4,282.18
4/25/2005
279
31.750
8,858.25
4/26/2005
93
31.565
2,935.55
4/27/2005
1,393
31.000
43,183.00
4/28/2005
260
31.049
8,072.74
5/17/2005
74
30.700
2,271.80
6/2/2005
(26)
35.437
(921.36)
6/3/2005
(26)
35.305
(917.93)
6/6/2005
(127)
34.118
(4,332.99)
6/21/2005
74
32.100
2,375.40
6/24/2005
140
31.185
4,365.90
6/27/2005
111
31.629
3,510.82
6/28/2005
30
31.535
946.05
6/29/2005
30
31.700
951.00
7/6/2005
75
31.390
2,354.25
7/7/2005
90
30.250
2,722.50
7/11/2005
120
30.850
3,702.00
7/12/2005
30
31.000
930.00
7/13/2005
900
31.000
27,900.00
7/14/2005
1,200
31.000
37,200.00
11/3/2005
(35)
40.910
(1,431.85)
12/5/2005
(180)
40.056
(7,210.08)
12/22/2005
(191)
40.525
(7,740.28)
12/28/2005
(112)
40.987
(4,590.54)
1/11/2006
(18)
39.600
(712.80)
1/12/2006
(147)
39.480
(5,803.56)
2/27/2006
4,667
38.559
179954.85
2/28/2006
1,667
38.904
64,852.97
6/12/2006
(18,116)
39.04
(707,248.64)

 
 
50
 
 
 
EX-99.4 2 kl06035_ex99-4.htm EXHIBIT 99.4 AGREEMENT OF JOINT FILING Exhibit 99.4 Agreement of Joint Filing

 
EXHIBIT 99.4
 
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 April 19, 2005.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: June 14, 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: Authorized Signatory

BARINGTON COMPANIES ADVISORS, LLC
 
 
By:
/s/ James A. Mitarotonda                               
 
Name:
James A. Mitarotonda
 
Title:
Authorized Signatory
 
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
 
PARCHE, LLC
 
By:
Admiral Advisors, LLC, its managing member
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
By:
Admiral Advisors, LLC, its managing member
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
RCG EQUITY MARKET NEUTRAL MASTER FUND, LTD.
By: Ramius Capital Group, L.L.C., its investment manager

 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 



RCG HALIFAX FUND, LTD.
 
By: Ramius Capital Group, L.L.C., its investment manager

 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
RAMIUS MASTER FUND, LTD.

By: Ramius Advisors, LLC, its investment manager
By: Ramius Capital Group, L.L.C., its sole member

 
By:
/s/ Jeffrey M. Solomon                                                                                      
Name: Jeffrey M. Solomon
Title: Authorized Signatory

RAMIUS FUND III, LTD

By: Ramius Advisors, LLC, its investment manager
By: Ramius Capital Group, L.L.C., its investment manager

 
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 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:
Managing Member

 


 
C4S & CO., L.L.C.
 
 
By:
/s/ Jeffrey M. Solomon                                          
 
Name:
Jeffrey M. Solomon
 
Title:
Managing Member
 
/s/ Jeffrey M. Solomon                                          
Individually and as attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
 
MILLENCO, L.P.
 
By:
Millennium Management, L.L.C., its general partner
 
 
By:
/s/ Terry Feeney                                               
 
Name:
Terry Feeney
 
Title:
Chief Operating Officer
 
MILLENNIUM MANAGEMENT, L.L.C.

 
By:
/s/ Terry Feeney                                               
 
Name:
Terry Feeney
 
Title:
Chief Operating Officer
 
/s/ Israel A. Englander                                      
Israel A. Englander

 
 
 
 
 
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