UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 6)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Lancaster Colony Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

513847103

(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)

October 9, 2007

(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 that 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: [ ].

(Continued on following pages)

(Page 1 of 28 Pages)

 


 


 

Page 2 of 28 Pages

 

This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2007, as amended by that certain Amendment No. 1 filed with the SEC on June 18, 2007, that certain Amendment No. 2 filed with the SEC on June 25, 2007, that certain Amendment No. 3 filed with the SEC on July 23, 2007, that certain Amendment No. 4 filed with the SEC on September 17, 2007 and that certain Amendment No. 5 filed with the SEC on September 21, 2007 (collectively, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value per share (the “Common Stock”), of Lancaster Colony Corporation, an Ohio corporation (the “Company”). The principal executive offices of the Company are located at 37 West Broad Street, Columbus, Ohio 43215.

 

Item 2.

Identity and Background.

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of October 9, 2007, the Reporting Entities are the beneficial owners of, in the aggregate, 1,694,321 shares of Common Stock, representing approximately 5.61% of the 30,200,812 shares of Common Stock reported by the Company to be issued and outstanding as of September 21, 2007 in its preliminary proxy statement filed with the SEC on September 28, 2007.

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.

 

Benchmark Opportunitas Fund plc is a public limited company incorporated under the laws of Ireland as an investment company. The principal business of Benchmark Opportunitas Fund plc is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Benchmark Opportunitas Fund, plc is Styne House, 2nd Floor, Upper Hatch Street, Dublin 2, Ireland. The directors of Benchmark Opportunitas Fund plc and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.


 

Page 3 of 28 Pages

 

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

 

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 A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The 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 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 A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The investment advisor of Benchmark Opportunitas Fund plc 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 Benchmark Opportunitas Fund plc. 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 A. Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

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

Barington Companies Investors, LLC, Barington Companies Advisors, LLC, Barington Offshore Advisors, LLC and Barington Offshore Advisors II, 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


 

Page 4 of 28 Pages

 

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 A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule III 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.

RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal offices of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.

The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald J. Gross is the Managing Member of RJG Capital Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.

D.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited partnership formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151.

D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West Indies. HCM/Z Special Opportunities LLC is an exempted company organized under the laws of the Cayman Islands formed to be used as an investment vehicle. The address of the principal business and principal office of HCM/Z Special Opportunities LLC is c/o Highbridge Capital Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies. There are no officers of D.B. Zwirn Special Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC and their principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2.

The manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC is D.B. Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership. The principal business of D.B. Zwirn & Co., L.P. is acting as the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. The address of the principal business and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the general partner of D.B. Zwirn & Co., L.P. The address of the principal business and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.


 

Page 5 of 28 Pages

 

The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn Holdings, LLC is a Delaware limited liability company that acts as the managing member of DBZ GP, LLC. The address of the principal business and principal office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New York, New York 10151.

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.

Item 2(d) - (f) of the Statement is hereby amended and restated as follows:

(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, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jim Cleary, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Andreas Jeschko, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Karen Kisling, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Carl O’Sullivan, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Alison Nolan, a director of D.B. Zwirn Special Opportunities Fund, Ltd. who is a citizen of the United Kingdom and Hugh Thompson, a director of HCM/Z Special Opportunities LLC who is a citizen of the United Kingdom.

 

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On October 9, 2007, the Company entered into an agreement (the “Agreement”) with the Reporting Entities that will avoid a proxy contest for the election of directors at the Company’s 2007 annual meeting of shareholders (the “2007 Annual Meeting”). A copy of the joint press release announcing the Agreement is attached as Exhibit 99.7 hereto and incorporated by reference herein.

The following is a brief description of the terms of the Agreement, which description is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.8 hereto and incorporated by reference herein.

 

Under the terms of the Agreement, the Reporting Entities have agreed to (a) withdraw notice of the intention of Barington to nominate persons for election as directors at the 2007


 

Page 6 of 28 Pages

 

Annual Meeting (the “Barington Nomination”), (b) vote their shares in favor of the Company’s nominees for director at the 2007 Annual Meeting and (c) abide by certain limited standstill provisions until the Company’s 2008 annual meeting of shareholders.

 

The Agreement also provides that, by January 7, 2008, the Company will appoint to its Board a new independent director, who is mutually acceptable to both the Company and the Reporting Entities, with a term expiring at the Company’s 2010 annual meeting of shareholders.

In addition, the Company has agreed to form a task force (the “Task Force”) to enhance the Company’s ongoing efforts to improve its operations, productivity and profitability. The Task Force will include the Company’s Chief Financial Officer and such other members as are designated by the Company’s Chief Financial Officer. The Task Force will seek to identify measures to, among other things, improve gross margins, reduce SG&A expenses and enhance manufacturing and marketing efficiencies. In connection with these efforts, the Task Force will consult with representatives of the Reporting Entities and consider their suggestions in good faith. The Company’s Chief Financial Officer will also consider in good faith whether it is desirable for the Task Force to retain a third party consultant to assist the Task Force in its efforts. The Task Force will use commercially reasonable efforts to develop a business plan (the “Business Plan”) identifying measures to improve the operations and profitability of the Company within one hundred and eighty (180) days after the date of the Agreement, and will use commercially reasonable efforts to implement the measures identified in the Business Plan as promptly as reasonably practicable thereafter. Upon completion of the Business Plan, the Company will issue a press release or make such other public disclosure that provides the Company’s shareholders with a description of the Business Plan as the Company deems appropriate.

The Agreement also provides that the Company will establish a goal of repurchasing, subject to market conditions and compliance with laws, at least 2 million shares of its Common Stock during the Company’s fiscal year ended June 30, 2008. Furthermore, the Company has agreed to use commercially reasonable efforts toward the goal of completing its previously announced review of strategic alternatives for its nonfood businesses by August 31, 2008.

In addition, the Company has agreed to implement corporate governance initiatives, specifically establishing a lead independent director and having its Nominating and Governance Committee perform a review of the Company’s corporate governance policies. In connection with this review, a representative of the Nominating and Governance Committee will consult with representatives of the Reporting Entities and consider their suggested improvements in good faith.

Lastly, the Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket expenses (up to a maximum of $150,000) incurredby the Reporting Entities in connection with their Schedule 13D filings, the Barington Nomination and related anticipated proxy solicitation, and the negotiation and execution of the Agreement and all related activities and matters.

 

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:


 

Page 7 of 28 Pages

 

On October 9, 2007, the Reporting Entities entered into an Agreement with the Company, as described in Item 4, a copy of which is attached as Exhibit 99.8 hereto and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit No.

Exhibit Description

Page

 

99.7

Joint Press Release dated October 9, 2007.

 

15 to 16

99.8

Agreement among Lancaster Colony Corporation, Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated October 9, 2007.

 

17 to 28

 

 


 

Page 8 of 28 Pages

 

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: October 10, 2007

 

 

 

 

BARINGTON COMPANIES EQUITY

 

 

PARTNERS, L.P.

 

 

By: Barington Companies Investors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES INVESTORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON INVESTMENTS, L.P.

 

 

By: Barington Companies Advisors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES ADVISORS, LLC.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BENCHMARK OPPORTUNITAS FUND PLC

 

 

By: Barington Offshore Advisors, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 


 

Page 9 of 28 Pages

 

 

 

 

BARINGTON OFFSHORE ADVISORS, 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 II, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

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

 

 


 

Page 10 of 28 Pages

 

 

 

 

RJG CAPITAL PARTNERS, L.P.

 

 

By: RJG Capital Management, LLC, its general partner

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

RJG CAPITAL MANAGEMENT, LLC

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

/s/ Ronald J. Gross

 

 

Ronald J. Gross

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

 

 

By: D.B. Zwirn Partners, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

 

 

By: D.B. Zwirn & Co., L.P., its manager

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 


 

Page 11 of 28 Pages

 

 

 

 

HCM/Z SPECIAL OPPORTUNITIES LLC

 

 

By: D.B. Zwirn & Co., L.P., its manager

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

D.B. ZWIRN & CO., L.P.

 

 

By: DBZ GP, LLC, its general partner

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

DBZ GP, LLC

 

 

By: Zwirn Holdings, LLC, its managing member

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

ZWIRN HOLDINGS, LLC

 

 

By: /s/ Daniel B. Zwirn

 

Name: Daniel B. Zwirn

 

Title: Managing Member

 

 

 

/s/ Daniel B. Zwirn

 

 

Daniel B. Zwirn

 

 


 

Page 12 of 28 Pages

 

SCHEDULE I

Directors of Benchmark Opportunitas Fund plc

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

Jim Cleary
Director

Principal of Cleary Consulting

Oriel, 25 Revington Park,
North Circular Road, Limerick,
Ireland

 

 

 

Andreas Jeschko
Director

Chief Executive Officer of
Benchmark Advisory Limited
and Benchmark Capital
Management GmbH

23 Regent House,
Bisazza Street, SLM15,
Sliema, Malta

 

 

 

Kenneth Mousu
Director

Chief Investment Officer of
Benchmark Advisory Limited

23 Regent House,
Bisazza Street, SLM15,
Sliema, Malta

 

 

 

Carl O’Sullivan
Director

Partner, Arthur Cox

Earlsfort Centre
Earlsfort Terrace
Dublin 2

Ireland

 

 

 

 

 

 

 

 

 


 

Page 13 of 28 Pages

 

SCHEDULE II

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
Director

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 Street, Suite 108
Hamilton HM11, Bermuda

 

 

 

Graham Cook
Director

Director/Manager, Corporate
Services of Byson Financial
Services, Ltd.

Bison Court
P.O. Box 3460
Road Town, Tortola
British Virgin Islands

 

 

 

Citigroup Fund Services, Ltd.
Secretary

Fund Administration

Washington Mall 1, 3rd Flr.
22 Church Street
Hamilton HM11, Bermuda

 

 

 

Seth I. Berman
Treasurer

Chief Financial Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

SCHEDULE III

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

 

 

 

Seth I. Berman
Treasurer

Chief Financial Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 


 

Page 14 of 28 Pages

 

SCHEDULE IV

Directors of D.B. Zwirn Special Opportunities Fund, Ltd.

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

Daniel B. Zwirn
Director

Managing Partner of D.B. Zwirn
& Co., L.P.

745 Fifth Avenue
18th Floor
New York, NY 10151

 

 

 

Alison Nolan
Director

Managing Director of Athena
International Management
Limited

Ugland House, 113 South
Church Street, George Town,
Grand Cayman

 

 

Directors of HCM/Z Special Opportunities LLC

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

Glenn R. Dubin
Director

Managing Member/Co-Founder
of Highbridge Capital
Management and Co-Chairman
of Dubin & Swieca Capital
Management

9 West 57th Street
27th Floor
New York, NY 10019

 

 

 

Hugh G. Thompson
Director

Senior Vice President of Maples
Finance Limited

PO Box 1093GT
Queensgate House
South Church Street, George
Town
Grand Cayman, Cayman
Islands