SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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The Sports Authority, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share 84917U109
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(Title of class of securities) (CUSIP number)
Todd J. Mason
Alpine Associates, A Limited Partnership
100 Union Avenue, Cresskill, NJ 07626, (201) 871-0866
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(Name, address and telephone number of person authorized to
receive notices and communications)
April 11, 2006
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(Date of event which requires filing of this statement)
If the 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(b) (3) or (4), check the following box [ ].
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of that Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1 NAME OF REPORTING PERSON: Alpine Associates, A Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #06-0944931
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 970,000
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 970,000
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 970,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.67%
14 TYPE OF REPORTING PERSON: PN, BD
1 NAME OF REPORTING PERSON: Alpine Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #22-3528110
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 161,000
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 161,000
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 161,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.61%
14 TYPE OF REPORTING PERSON: PN, BD
1 NAME OF REPORTING PERSON: Alpine Associates II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #20-1476614
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 83,400
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 83,400
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 83,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.32%
14 TYPE OF REPORTING PERSON: PN
1 NAME OF REPORTING PERSON: Palisades Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #13-3456480
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER: 24,300
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 24,300
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 24,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.09%
14 TYPE OF REPORTING PERSON: PN
1 NAME OF REPORTING PERSON: Alpine Associates Offshore Fund Ltd.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #N/A
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 7 SOLE VOTING POWER: 20,400
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 20,400
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 20,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.08%
14 TYPE OF REPORTING PERSON: CO
1 NAME OF REPORTING PERSON: Alpine Associates Offshore Fund II Ltd.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #N/A
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 7 SOLE VOTING POWER: 43,600
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 43,600
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 43,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.16%
14 TYPE OF REPORTING PERSON: CO
1 NAME OF REPORTING PERSON: Eckert Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #22-2548436
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER: 1,131,000
BENEFICIALLY 8 SHARED VOTING POWER: 83,400
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 1,131,000
PERSON WITH 10 SHARED DISPOSITIVE POWER: 83,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 1,214,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.59%
14 TYPE OF REPORTING PERSON: CO
1 NAME OF REPORTING PERSON: Victoria Eckert
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: United States
NUMBER OF SHARES 7 SOLE VOTING POWER: 1,131,000
BENEFICIALLY 8 SHARED VOTING POWER: 83,400
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 1,131,000
PERSON WITH 10 SHARED DISPOSITIVE POWER: 83,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 1,214,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.59%
14 TYPE OF REPORTING PERSON: IN
1 NAME OF REPORTING PERSON: Gordon A. Uehling, Jr.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: United States
NUMBER OF SHARES 7 SOLE VOTING POWER: 0
BENEFICIALLY 8 SHARED VOTING POWER: 24,300
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON WITH 10 SHARED DISPOSITIVE POWER: 24,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 24,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.09%
14 TYPE OF REPORTING PERSON: IN
1 NAME OF REPORTING PERSON: Arbitrage & Trading Management Company
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 86,300
BENEFICIALLY 8 SHARED VOTING POWER: 107,700
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 86,300
PERSON WITH 10 SHARED DISPOSITIVE POWER: 107,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 194,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.73%
14 TYPE OF REPORTING PERSON: OO
1 NAME OF REPORTING PERSON: Robert E. Zoellner
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: United States
NUMBER OF SHARES 7 SOLE VOTING POWER: 86,300
BENEFICIALLY 8 SHARED VOTING POWER: 107,700
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 86,300
PERSON WITH 10 SHARED DISPOSITIVE POWER: 107,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 194,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.73%
14 TYPE OF REPORTING PERSON: IN
1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $.01 per share
(the "Stock"),of The Sports Authority, Inc. (the "Company"), the principal
executive offices of which are located at 1050 West Hampden Avenue,
Englewood, CO 80110.
2. IDENTITY AND BACKGROUND
(a)-(c) This Statement is being filed by Alpine Associates, A Limited
Partnership, Alpine Partners, L.P., Alpine Associates II, L.P., Palisades
Partners, L.P., Alpine Associates Offshore Fund Ltd., Alpine Associates
Offshore Fund II Ltd., Eckert Corporation, Victoria Eckert, Gordon A.
Uehling, Jr., Arbitrage & Trading Management Company, and Robert E. Zoellner
(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, 1,325,000 shares of the Stock,
representing approximately 5.01% of the total outstanding shares.
Alpine Associates, A Limited Partnership ("Associates"), is a New
Jersey limited partnership. Its principal business is acting as a private
investment fund engaging in the purchase and sale of investments for its own
account. The address of the principal business and principal office of
Associates is located at 100 Union Avenue, Cresskill, NJ 07626.
Alpine Partners, L.P. ("Partners"), is a New Jersey limited
partnership. Its principal business is acting as a private investment fund
engaging in the purchase and sale of investments for its own account. The
address of the principal business and principal office of Partners is located
at 100 Union Avenue, Cresskill, NJ 07626.
Alpine Associates II, L.P. ("Alpine II"), is a New Jersey limited
partnership. Its principal business is acting as a private investment fund
engaging in the purchase and sale of investments for its own account. The
address of the principal business and principal office of Alpine II is
located at 100 Union Avenue, Cresskill, NJ 07626.
Palisades Partners, L.P. ("Palisades"), is a Delaware limited
partnership. Its principal business is acting as a private investment fund
engaging in the purchase and sale of investments for its own account. The
address of the principal business and principal office of Palisades is
located at 100 Union Avenue, Cresskill, NJ 07626.
Alpine Associates Offshore Fund Ltd. ("Offshore") is an international
business company incorporated under the laws of the British Virgin Islands.
Its principal business is acting as a private investment fund engaging in the
purchase and sale of investments for its own account. The address of the
principal business and principal office of Offshore is located at 100 Union
Avenue, Cresskill, NJ 07626. The officers and directors of Offshore and
their principal occupations and business addresses are set forth on Schedule
I and incorporated by reference to this Item 2.
Alpine Associates Offshore Fund II Ltd. ("Offshore II") is an
international business company incorporated under the laws of the British
Virgin Islands. Its principal business is acting as a private investment
fund engaging in the purchase and sale of investments for its own account.
The address of the principal business and principal office of Offshore II is
located at 100 Union Avenue, Cresskill, NJ 07626. The officers and directors
of Offshore II and their principal occupations and business addresses are set
forth on Schedule I and incorporated by reference to this Item 2.
The sole general partner of Associates, Partners and Alpine II is
Eckert Corporation. Eckert Corporation is a Delaware corporation. Its
principal business is acting as general partner of Associates, Partners and
Alpine II. Victoria Eckert is the president, sole director and sole
shareholder of Eckert Corporation. The principal occupation of Ms. Eckert is
acting as president of Eckert Corporation. The address of the principal
business and principal office of Eckert Corporation and the business address
of Ms. Eckert is 100 Union Avenue, Cresskill, NJ 07626. The officers of
Eckert Corporation and their principal occupations and business addresses are
set forth on Schedule I and incorporated by reference to this Item 2.
The sole general partner of Palisades is Gordon A. Uehling, Jr. The
principal occupation of Mr. Uehling is acting as the general partner of
Palisades. The business address of Mr. Uehling is 100 Union Avenue,
Cresskill, NJ 07626.
Arbitrage & Trading Management Company ("A&T") is a New Jersey sole
proprietorship. Robert E. Zoellner is the owner and operator of A&T.
Pursuant to advisory agreements, A&T provides investment advisory services
to, but does not have discretion to manage, the investment activities of
Associates and Partners. Pursuant to advisory agreements, A&T provides
investment advisory services to, and has full discretion and authority to
manage, the investment activities of Alpine II, Palisades, Offshore, Offshore
II and one managed account. A&T's principal business and Mr. Zoellner's
principal occupation are providing investment advisory services. Mr.
Zoellner and Ms. Eckert are married. The address of the principal business
and principal office of A&T and the business address of Mr. Zoellner is 100
Union Avenue, Cresskill, NJ 07626.
(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.
3. SOURCE AND AMOUNT OF FUNDS
A total of $35,217,827, $5,851,576, $3,033,806, $888,808, $738,550, and
$1,585,523 has been used by Associates, Partners, Alpine II, Palisades,
Offshore and Offshore II, respectively, to purchase shares of Stock. In
addition, $810,019 has been used by a managed account which is under the
direction of A&T to purchase shares of Stock. The funds for such purchases
have been obtained from working capital, which may at any given time include
funds borrowed in the ordinary course of business from margin accounts with
brokerage firms or other financial institutions. It is expected that
additional purchases of Stock (if any) will be financed in the same manner.
4. PURPOSE OF TRANSACTION
The Reporting Entities purchased the Stock for investment, in the
ordinary course of their businesses. In the future the Reporting Entities
may, in the ordinary course of their businesses, make additional purchases
and/or sales of the Stock. Except as set forth above, the Reporting Entities
have no plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Associates owns 970,000 shares of the Stock. Partners owns 161,000
shares of the Stock. Alpine II owns 83,400 shares of the Stock. Palisades
owns 24,300 shares of the Stock. Offshore owns 20,400 shares of the Stock.
Offshore II owns 43,600 shares of the Stock. A&T has sole voting and
dispositive power with respect to a managed account which owns 22,300 shares
of the Stock. The Reporting Entities believe, based on the Company's Proxy
Statement dated March 31, 2006, that a total of 26,443,207 shares of the
Stock are outstanding, so that the shares owned by Associates, Partners,
Alpine II, Palisades, Offshore, Offshore II and the managed account that is
under the direction of A&T represent approximately 3.67%, 0.61%, 0.32%,
0.09%, 0.08%, 0.16% and 0.08%, respectively, of the total outstanding shares.
As the general partner of Alpine, Partners and Alpine II, Eckert Corporation
may be deemed to beneficially own the 1,214,400 shares of Stock owned by such
entities, representing approximately 4.59% of total outstanding shares. As
the sole stockholder and director of Eckert Corporation, Ms. Eckert may be
deemed to beneficially own such 1,214,400 shares of Stock. As the general
partner of Palisades, Mr. Uehling may be deemed to beneficially own the
24,300 shares of Stock owned by Palisades, representing approximately 0.09%
of total outstanding shares. Pursuant to investment advisory agreements with
Alpine II, Palisades, Offshore, Offshore II and one managed account, A&T may
be deemed to beneficially own the 194,000 shares of Stock owned by such
entities, representing approximately 0.73% of total outstanding shares. As
the owner and operator of A&T, Mr. Zoellner may be deemed to beneficially own
such 194,000 shares of Stock. Eckert Corporation, Ms. Eckert, Mr. Uehling,
A&T and Mr. Zoellner disclaim beneficial ownership of any such shares of
Stock except to the extent of their pecuniary interest therein.
(b) Each Reporting Entity may be deemed to have sole voting and
dispositive power over the shares of Stock reported as beneficially owned by
such person, except as set forth hereafter. A&T acts as investment advisor
to Alpine II pursuant to an investment advisory agreement between them, and
has discretion to manage Alpine II's investment activities. As a result, the
shares of Stock owned by Alpine II that may be deemed to be beneficially
owned by Eckert Corporation and Ms. Eckert may also be deemed to be
beneficially owned by A&T and Mr. Zoellner. Therefore each of Eckert
Corporation, Ms. Eckert, A&T and Mr. Zoellner may be deemed to have shared
voting and dispositive power with respect to such shares. A&T acts as
investment advisor to Palisades pursuant to an investment advisory agreement
between them, and has discretion to manage its investment activities. As a
result, the shares of Stock owned by Palisades that may be deemed to be
beneficially owned by Mr. Uehling may also be deemed to be beneficially owned
by A&T and Mr. Zoellner. Therefore, each of Mr. Uehling, A&T and Mr.
Zoellner may be deemed to have shared voting and dispositive power with
respect to such shares. Except as set forth above, each of the Reporting
Entities may be deemed to have sole voting and dispositive power with respect
to the shares of Stock 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 of Stock. Each such Reporting Entity reports sole voting and
dispositive power with respect to such shares of Stock 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 Stock beneficially
owned by any other Reporting Entity.
(c) Since February 18, 2006, Associates has purchased a total of
470,000 shares of Stock, at an aggregate cost of $17,193,046; Partners has
purchased a total of 78,000 shares of Stock, at an aggregate cost of
$2,853,310; Alpine II has purchased a total of 42,400 shares of Stock, at an
aggregate cost of $1,552,007; Palisades has purchased a total of 15,300
shares of Stock, at an aggregate cost of $561,508; Offshore has purchased a
total of 10,400 shares of Stock, at an aggregate cost of $380,755; Offshore
II has purchased a total of 21,600 shares of Stock, at an aggregate cost of
$790,161; and one managed account, under the direction of A&T, has purchased
a total of 10,800 shares of Stock, at an aggregate cost of $395,078. See
Item 5(c) attached hereto.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth above, neither any Reporting Entity nor any of the
other persons referred to in Item 2 above has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Company.
7. MATERIALS TO BE FILED AS EXHIBITS
Filed herewith as Exhibit 1 is a written agreement relating to the
filing of joint acquisition statements. Filed herewith as Exhibits 2, 3 and
4 are powers of attorney for Ms. Eckert, Mr. Uehling and Mr. Zoellner
granting Todd Mason, Thomas Kennedy and Frank Fiorello certain authority to
act in their names with respect to the filing of Schedule 13Ds and/or 13Gs
under the Securities Exchange Act of 1934, as amended.
SCHEDULE 13-D
-------------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dates: April 21, 2006
/S/TODD MASON
---------------------------------
ECKERT CORPORATION,
On its own behalf,
and as the General Partner of
ALPINE ASSOCIATES, A LIMITED PARTNERSHIP,
ALPINE PARTNERS, L.P.,
and ALPINE ASSOCIATES II, L.P.
By Todd Mason,
Vice President
/S/TODD MASON
---------------------------------
PALISADES PARTNERS, L.P.
By Todd Mason,
Managing Director
/S/TODD MASON
---------------------------------
ALPINE ASSOCIATES OFFSHORE FUND LTD.
By Todd Mason,
Vice President
/S/TODD MASON
---------------------------------
ALPINE ASSOCIATES OFFSHORE FUND II LTD.
Todd Mason,
Vice President
/S/TODD MASON
---------------------------------
ARBITRAGE & TRADING MANAGEMENT COMPANY
By Todd Mason,
Chief Compliance Officer
/S/TODD MASON
---------------------------------
Todd Mason,
As attorney-in-fact for each of
Victoria Eckert, Gordon A. Uehling, Jr.
and Robert E. Zoellner.
SCHEDULE I
Officers and Directors of Offshore
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Robert E. Zoellner, President of A&T 100 Union Avenue
Director Cresskill, NJ 07626
Robert E. Zoellner, Jr., Officer of Eckert 100 Union Avenue
Director Corporation and Cresskill, NJ 07626
affiliates
Todd Mason, Officer of Eckert 100 Union Avenue
Vice President and Corporation and Cresskill, NJ 07626
Secretary affiliates
Frank Fiorello, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
affiliates
Thomas Kennedy, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
affiliates
Gerald Post, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
Affiliates
Officers and Directors of Offshore II
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Robert E. Zoellner, President of A&T 100 Union Avenue
Director Cresskill, NJ 07626
Robert E. Zoellner, Jr., Officer of Eckert 100 Union Avenue
Director Corporation and Cresskill, NJ 07626
affiliates
Todd Mason, Officer of Eckert 100 Union Avenue
Vice President and Corporation and Cresskill, NJ 07626
Secretary affiliates
Frank Fiorello, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
affiliates
Thomas Kennedy, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
affiliates
Gerald Post, Officer of Eckert 100 Union Avenue
Vice President Corporation and Cresskill, NJ 07626
Affiliates
Officers of Eckert Corporation
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Victoria Eckert, President of Eckert 100 Union Avenue
President Corporation Cresskill, NJ 07626
Todd Mason, Officer of Eckert 100 Union Avenue
Chief Compliance Officer, Corporation and Cresskill, NJ 07626
Vice President and affiliates
Secretary
Frank Fiorello, Officer of Eckert 100 Union Avenue
Chief Trading Officer Corporation and Cresskill, NJ 07626
and Vice President affiliates
Thomas Kennedy, Officer of Eckert 100 Union Avenue
Chief Operations Officer Corporation and Cresskill, NJ 07626
and Vice President affiliates
Gerald Post, Officer of Eckert 100 Union Avenue
Chief Financial Officer Corporation and Cresskill, NJ 07626
and Vice President affiliates
Robert E. Zoellner, Jr., Officer of Eckert 100 Union Avenue
Chief Portfolio Officer Corporation and Cresskill, NJ 07626
affiliates
SCHEDULE II
TRADE DATE NO. OF SHARES NO. OF SHARES PRICE PER
PURCHASED (1) SOLD (1) SHARE (2)
TRANSACTIONS BY ASSOCIATES
---------------------------------
02/22/06 67400 0 36.5516
02/23/06 37200 0 36.5452
02/24/06 18900 0 36.548
02/28/06 28700 0 36.6122
03/01/06 47800 0 36.5569
03/09/06 63700 0 36.4972
03/10/06 97400 0 36.6028
03/13/06 19600 0 36.6415
03/14/06 10100 0 36.65
03/16/06 10000 0 36.65
03/17/06 22500 0 36.6499
03/20/06 36000 0 36.6489
03/21/06 5700 0 36.655
03/23/06 5000 0 36.66
TRANSACTIONS BY PARTNERS
---------------------------------
02/22/06 11200 0 36.5516
02/23/06 6100 0 36.5452
02/24/06 3100 0 36.548
02/28/06 4900 0 36.6122
03/01/06 7900 0 36.5569
03/09/06 10600 0 36.4972
03/10/06 16200 0 36.6028
03/13/06 3300 0 36.6415
03/14/06 1700 0 36.65
03/16/06 1700 0 36.65
03/17/06 3700 0 36.6499
03/20/06 6000 0 36.6489
03/21/06 1600 0 36.655
TRANSACTIONS BY ALPINE II
---------------------------------
02/22/06 5500 0 36.5516
02/23/06 3000 0 36.5452
02/24/06 1500 0 36.548
02/28/06 3100 0 36.6122
03/01/06 4000 0 36.5569
03/09/06 5300 0 36.4972
03/10/06 8100 0 36.6028
03/13/06 1600 0 36.6415
03/14/06 800 0 36.65
03/16/06 800 0 36.65
03/17/06 1900 0 36.6499
03/20/06 3000 0 36.6489
03/21/06 800 0 36.655
03/31/06 3000 0 36.90
TRANSACTIONS BY PALISADES
---------------------------------
02/23/06 6100 0 36.5452
03/10/06 2400 0 36.6028
04/03/06 3900 0 36.89
04/11/06 2900 0 36.85
TRANSACTIONS BY OFFSHORE
---------------------------------
02/22/06 1400 0 36.5516
02/23/06 700 0 36.5452
02/24/06 400 0 36.548
02/28/06 600 0 36.6122
03/01/06 900 0 36.5569
03/09/06 1300 0 36.4972
03/10/06 2000 0 36.6028
03/13/06 400 0 36.6415
03/14/06 200 0 36.65
03/16/06 200 0 36.65
03/17/06 400 0 36.6499
03/20/06 700 0 36.6489
03/21/06 200 0 36.655
03/31/06 1000 0 36.90
TRANSACTIONS BY OFFSHORE II
---------------------------------
02/22/06 3000 0 36.5516
02/23/06 1600 0 36.5452
02/24/06 800 0 36.548
02/28/06 1900 0 36.6122
03/01/06 2200 0 36.5569
03/09/06 2900 0 36.4972
03/10/06 4400 0 36.6028
03/13/06 900 0 36.6415
03/14/06 500 0 36.65
03/16/06 400 0 36.65
03/17/06 1000 0 36.6499
03/20/06 1600 0 36.6489
03/21/06 400 0 36.655
TRANSACTIONS BY A&T FOR MANAGED ACCOUNT
------------------------------------------
02/22/06 1500 0 36.5516
02/23/06 800 0 36.5452
02/24/06 400 0 36.548
02/28/06 800 0 36.6122
03/01/06 1100 0 36.5569
03/09/06 1500 0 36.4972
03/10/06 2200 0 36.6028
03/13/06 500 0 36.6415
03/14/06 200 0 36.65
03/16/06 200 0 36.65
03/17/06 500 0 36.6499
03/20/06 800 0 36.6489
03/21/06 300 0 36.655
(1) Transactions were effected in the open market and otherwise in
transactions with Broker-Dealers.
(2) Excludes commissions and other execution related costs.