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)
Lone Star Steakhouse & Saloon,
Inc.
(Name of Issuer)
Common Stock, par value $0.01
per share
(Title of Class of Securities)
542307103
(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 22, 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: 
.
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 13-4088890 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a)  (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 401,215 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 401,215 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,215 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.92% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 217,895 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 217,895 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,895 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.04% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 713278109 |
| SCHEDULE 13D |
| 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) (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 217,895 |
|
| 8 | SHARED VOTING POWER 401,215 |
||
| 9 | SOLE DISPOSITIVE POWER 217,895 |
||
| 10 | SHARED DISPOSITIVE POWER 401,215 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 619,110 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.96% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 401,215 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 401,215 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,215 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.92% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 727,282 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 727,282 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,282 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.48% |
||
| 14 | TYPE
OF REPORTING PERSON OCO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Offshore Advisors, LLC 20-4797640 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 727,282 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 727,282 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,282 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.48% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 1,346,392 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,346,392 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,346,392 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.45% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 1,346,392 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,346,392 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,346,392 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.45% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 1,346,392 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 1,346,392 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,346,392 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.45% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Starboard Value and Opportunity Master Fund Ltd. |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 221,073 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 221,073 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,073 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.06% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 42,110 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 42,110 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,110 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 263,183 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 263,183 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IA, OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 263,183 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 263,183 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan B. Stark |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 263,183 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 263,183 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 263,183 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 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) (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 263,183 |
||
| 9 | SOLE DISPOSITIVE POWER none |
||
| 10 | SHARED DISPOSITIVE POWER 263,183 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,183 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Partners, L.P. 20-0133443 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 8,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 8,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Management, LLC 20-0027325 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 8,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 8,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Gross |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 8,000 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 8,000 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, L.P. 73-1637217 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 54,643 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 54,643 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,643 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund (TE), L.P. 20-0024165 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 9,738 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 9,738 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,738 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, Ltd. |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 97,754 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 97,754 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,754 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.47% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Coast Fund, L.P. |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 16,740 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 16,740 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,740 |
||
| 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 OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn & Co., L.P. 02-0597442 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 178,875 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 178,875 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,875 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.86% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DBZ GP, LLC 42-1657316 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 178,875 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 178,875 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,875 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.86% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zwirn Holdings, LLC 30-0080444 |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 178,875 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 178,875 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,875 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.86% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 542307103 |
| SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel B. Zwirn |
||
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP |
(a) (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 178,875 |
|
| 8 | SHARED VOTING POWER none |
||
| 9 | SOLE DISPOSITIVE POWER 178,875 |
||
| 10 | SHARED DISPOSITIVE POWER none |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,875 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.86% |
||
| 14 | TYPE
OF REPORTING PERSON IN |
||
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 8, 2006 (the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 224 East Douglas Avenue, Suite 700, Wichita, Kansas 67202.
Item 2. Identity and Background.
The second paragraph of Item 2(a)-(c) of the Statement is hereby amended and restated as follows:
As of May 23, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 1,796,450 shares of Common Stock, representing approximately 8.60% of the shares of Common Stock presently outstanding.
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 235,519 shares of Common Stock. The amount of funds expended for such purchases was approximately $1,353,539.50 by Barington Companies Equity Partners, L.P., $2,638,489.77 by Barington Companies Offshore Fund Ltd., $805,206.57 by Barington Investments, L.P., $646,120.11 by Starboard Value and Opportunity Master Fund Ltd., $123,072.14 by Parche, LLC, $329,044.61 by D.B. Zwirn Special Opportunities Fund, L.P. and $584,681.59 by D.B. Zwirn Special Opportunities Fund, Ltd.
All purchases of Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All transactions effected since the filing of the Statement are described in the Schedule attached hereto. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
Item 5. Interest in Securities of the Issuer.
(a) As of May 23, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 401,215 shares of Common Stock, representing approximately 1.92% of the shares of Common Stock presently outstanding based upon the 20,887,234 shares of Common Stock reported by the Company to be issued and outstanding as of April 25, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on May 1, 2006 (the “Issued and Outstanding Shares”).
As of May 23, 2006, Barington Investments, L.P. beneficially owns 217,895 shares of Common Stock, constituting approximately 1.04% of the Issued and Outstanding Shares. As of May 23, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 727,282 shares of Common Stock, constituting approximately 3.48% 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 217,895 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 619,110 shares, constituting approximately 2.96% 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.92% 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 727,282 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 3.48% 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 217,895 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 727,282 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,346,392 shares, constituting approximately 6.45% 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 217,895 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 727,282 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,346,392 shares of Common Stock, constituting approximately 6.45% 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 217,895 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 727,282 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,346,392 shares of Common Stock, constituting approximately 6.45% 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 401,215 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 401,215 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 217,895 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 727,282 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 May 23, 2006, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 221,073 and 42,110 shares of Common Stock, respectively, constituting approximately 1.06% and 0.20%, respectively, of the Issued and Outstanding Shares. As the investment manager of Starboard Value and Opportunity Master Fund Ltd., and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 221,073 shares and the 42,110 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 263,183 shares, constituting approximately 1.26% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the 221,073 shares and the 42,110 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 263,183 shares, constituting approximately 1.26% 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 221,073 shares and the 42,110 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 263,183 shares, constituting approximately 1.26% 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 221,073 shares and the 42,110 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 263,183 shares, constituting approximately 1.26% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 221,073 shares and the 42,110 shares owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.
As of May 23, 2006, RJG Capital Partners, L.P. beneficially owns 8,000 shares of Common Stock, constituting approximately 0.04% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 8,000 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 8,000 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 8,000 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
As of May 23, 2006, each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. beneficially own 54,643 shares and 9,738 shares of Common Stock, respectively, constituting approximately 0.26% and 0.05%, respectively, of the Issued and Outstanding Shares. As of May 23, 2006, each of D.B. Zwirn Special Opportunities Fund, Ltd. and The Coast Fund, L.P. beneficially own 97,754 shares and 16,740 shares of Common Stock, respectively, constituting approximately 0.47% and 0.08%, respectively, of the Issued and Outstanding Shares.
As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and The Coast Fund, L.P., D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 54,643 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 9,738 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 97,754 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 16,740 shares of Common Stock beneficially owned by The Coast Fund, L.P., representing an aggregate of 178,875 shares, constituting approximately 0.86% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 54,643 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 9,738 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 97,754 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 16,740 shares of Common Stock beneficially owned by The Coast Fund, L.P., representing an aggregate of 178,875 shares, constituting approximately 0.86% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 54,643 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 9,738 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 97,754 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 16,740 shares of Common Stock beneficially owned by The Coast Fund, L.P., representing an aggregate of 178,875 shares, constituting approximately 0.86% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 54,643 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 9,738 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 97,754 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 16,740 shares of Common Stock beneficially owned by The Coast Fund, L.P., representing an aggregate of 178,875 shares, constituting approximately 0.86% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
| Dated: May 24, 2006 | BARINGTON COMPANIES EQUITY PARTNERS, L.P. |
|
| By: | Barington Companies Investors, LLC, its general partner | |
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON INVESTMENTS, L.P. | ||
| By: | Barington Companies Advisors, LLC, its general partner | |
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON COMPANIES ADVISORS, LLC | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON COMPANIES INVESTORS, LLC | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON COMPANIES OFFSHORE FUND, LTD. | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: President | ||
| BARINGTON OFFSHORE ADVISORS, LLC | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Authorized Signatory | ||
| BARINGTON CAPITAL GROUP, L.P. | ||
| By: | LNA Capital Corp., its general partner | |
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: President and CEO | ||
| LNA CAPITAL CORP. | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: President and CEO | ||
| /s/ James A. Mitarotonda | ||
| James A. Mitarotonda | ||
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. PARCHE, LLC By: Admiral Advisors, LLC, its managing member |
ADMIRAL ADVISORS, LLC By: Ramius Capital Group, L.L.C., its managing member RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C. |
|
| By: /s/ Jeffrey
M. Solomon Name: Jeffrey M. Solomon Title: Authorized Signatory |
||
| JEFFREY M. SOLOMON /s/ Jeffrey M. Solomon Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss |
||
| 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 (TE), 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 | ||
| THE COAST FUND, L.P. | ||
| 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 | ||
SCHEDULE
This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.
Shares purchased by Barington Companies Equity Partners, L.P.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 411 | $ | 27.729 | $ | 11,396.62 | |||||
| 5/9/2006 | 12,532 | $ | 28.240 | $ | 353,903.68 | |||||
| 5/9/2006 | 2,160 | $ | 28.034 | $ | 60,553.44 | |||||
| 5/10/2006 | 1,711 | $ | 28.009 | $ | 47,923.40 | |||||
| 5/11/2006 | 2,611 | $ | 28.177 | $ | 73,570.15 | |||||
| 5/15/2006 | 1,971 | $ | 27.632 | $ | 54,462.67 | |||||
| 5/16/2006 | 5,222 | $ | 28.000 | $ | 146,216.00 | |||||
| 5/17/2006 | 2,900 | $ | 27.710 | $ | 80,359.00 | |||||
| 5/18/2006 | 1,695 | $ | 27.533 | $ | 46,668.44 | |||||
| 5/19/2006 | 5,285 | $ | 27.114 | $ | 143,297.49 | |||||
| 5/22/2006 | 8,142 | $ | 26.555 | $ | 216,210.81 | |||||
| 5/23/2006 | 4,554 | $ | 26.126 | $ | 118,977.80 |
Shares purchased by Barington Investments, L.P.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 244 | $ | 27.729 | $ | 6,765.88 | |||||
| 5/9/2006 | 7,456 | $ | 28.240 | $ | 210,557.44 | |||||
| 5/9/2006 | 1,285 | $ | 28.034 | $ | 36,023.69 | |||||
| 5/10/2006 | 1,018 | $ | 28.009 | $ | 28,513.16 | |||||
| 5/11/2006 | 1,553 | $ | 28.177 | $ | 43,758.88 | |||||
| 5/15/2006 | 1,173 | $ | 27.632 | $ | 32,412.34 | |||||
| 5/16/2006 | 3,106 | $ | 28.000 | $ | 86,968.00 | |||||
| 5/17/2006 | 1,725 | $ | 27.710 | $ | 47,799.75 | |||||
| 5/18/2006 | 1,008 | $ | 27.533 | $ | 27,753.26 | |||||
| 5/19/2006 | 3,144 | $ | 27.114 | $ | 85,246.42 | |||||
| 5/22/2006 | 4,844 | $ | 26.555 | $ | 128,632.42 | |||||
| 5/23/2006 | 2,709 | $ | 26.126 | $ | 70,775.33 | |||||
Shares purchased by Barington Companies Offshore Fund, Ltd.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 800 | $ | 27.729 | $ | 22,183.20 | |||||
| 5/9/2006 | 24,430 | $ | 28.240 | $ | 689,903.20 | |||||
| 5/9/2006 | 4,212 | $ | 28.034 | $ | 118,079.21 | |||||
| 5/10/2006 | 3,335 | $ | 28.009 | $ | 93,410.02 | |||||
| 5/11/2006 | 5,090 | $ | 28.177 | $ | 143,420.93 | |||||
| 5/15/2006 | 3,843 | $ | 27.632 | $ | 106,189.78 | |||||
| 5/16/2006 | 10,179 | $ | 28.000 | $ | 285,012.00 | |||||
| 5/17/2006 | 5,653 | $ | 27.710 | $ | 156,644.63 | |||||
| 5/18/2006 | 3,304 | $ | 27.533 | $ | 90,969.03 | |||||
| 5/19/2006 | 10,303 | $ | 27.114 | $ | 279,355.54 | |||||
| 5/22/2006 | 15,870 | $ | 26.555 | $ | 421,427.85 | |||||
| 5/23/2006 | 8,876 | $ | 26.126 | $ | 231,894.38 | |||||
Shares purchased by Starboard Value and Opportunity Master Fund Ltd.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 197 | $ | 27.7288 | $ | 5,462.57 | |||||
| 5/9/2006 | 5,982 | $ | 28.2400 | $ | 168,931.68 | |||||
| 5/9/2006 | 1,032 | $ | 28.0343 | $ | 28,931.40 | |||||
| 5/10/2006 | 816 | $ | 28.0087 | $ | 22,855.10 | |||||
| 5/11/2006 | 1,246 | $ | 28.1766 | $ | 35,108.04 | |||||
| 5/15/2006 | 941 | $ | 27.6325 | $ | 26,002.18 | |||||
| 5/16/2006 | 2,493 | $ | 28.0000 | $ | 69,804.00 | |||||
| 5/17/2006 | 1,384 | $ | 27.7095 | $ | 38,349.95 | |||||
| 5/18/2006 | 809 | $ | 27.5331 | $ | 22,274.28 | |||||
| 5/19/2006 | 2,523 | $ | 27.1141 | $ | 68,408.87 | |||||
| 5/22/2006 | 3,886 | $ | 26.5553 | $ | 103,193.90 | |||||
| 5/23/2006 | 2,174 | $ | 26.1261 | $ | 56,798.14 | |||||
Shares purchased by Parche, LLC
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 37 | $ | 27.7288 | $ | 1,025.97 | |||||
| 5/9/2006 | 1,140 | $ | 28.2400 | $ | 32,193.60 | |||||
| 5/9/2006 | 196 | $ | 28.0343 | $ | 5,494.72 | |||||
| 5/10/2006 | 156 | $ | 28.0087 | $ | 4,369.36 | |||||
| 5/11/2006 | 237 | $ | 28.1766 | $ | 6,677.85 | |||||
| 5/15/2006 | 179 | $ | 27.6325 | $ | 4,946.22 | |||||
| 5/16/2006 | 475 | $ | 28.0000 | $ | 13,300.00 | |||||
| 5/17/2006 | 264 | $ | 27.7095 | $ | 7,315.31 | |||||
| 5/18/2006 | 154 | $ | 27.5331 | $ | 4,240.10 | |||||
| 5/19/2006 | 481 | $ | 27.1141 | $ | 13,041.88 | |||||
| 5/22/2006 | 740 | $ | 26.5553 | $ | 19,650.92 | |||||
| 5/23/2006 | 414 | $ | 26.1261 | $ | 10,816.21 | |||||
Shares purchased by D.B. Zwirn Special Opportunities Fund, L.P.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 100 | $ | 27.7288 | $ | 2,772.88 | |||||
| 5/9/2006 | 3,046 | $ | 28.2400 | $ | 86,019.04 | |||||
| 5/9/2006 | 525 | $ | 28.0343 | $ | 14,718.01 | |||||
| 5/10/2006 | 416 | $ | 28.0087 | $ | 11,651.62 | |||||
| 5/11/2006 | 635 | $ | 28.1766 | $ | 17,892.14 | |||||
| 5/15/2006 | 480 | $ | 27.6325 | $ | 13,263.60 | |||||
| 5/16/2006 | 1,269 | $ | 28.0000 | $ | 35,532.00 | |||||
| 5/17/2006 | 705 | $ | 27.7095 | $ | 19,535.20 | |||||
| 5/18/2006 | 412 | $ | 27.5331 | $ | 11,343.64 | |||||
| 5/19/2006 | 1,285 | $ | 27.1141 | $ | 34,841.62 | |||||
| 5/22/2006 | 1,979 | $ | 26.5553 | $ | 52,552.94 | |||||
| 5/23/2006 | 1,107 | $ | 26.1264 | $ | 28,921.92 | |||||
Shares purchased by D.B. Zwirn Special Opportunities Fund, Ltd.
| Date | Number of Shares |
Price Per Share | Cost(*) | |||||||
| 5/8/2006 | 177 | $ | 27.7288 | $ | 4,908.00 | |||||
| 5/9/2006 | 5,414 | $ | 28.2400 | $ | 152,891.36 | |||||
| 5/9/2006 | 933 | $ | 28.0343 | $ | 26,156.00 | |||||
| 5/10/2006 | 739 | $ | 28.0087 | $ | 20,698.43 | |||||
| 5/11/2006 | 1,128 | $ | 28.1766 | $ | 31,783.20 | |||||
| 5/15/2006 | 851 | $ | 27.6325 | $ | 23,515.26 | |||||
| 5/16/2006 | 2,256 | $ | 28.0000 | $ | 63,168.00 | |||||
| 5/17/2006 | 1,253 | $ | 27.7095 | $ | 34,720.00 | |||||
| 5/18/2006 | 732 | $ | 27.5331 | $ | 20,154.23 | |||||
| 5/19/2006 | 2,283 | $ | 27.1141 | $ | 61,901.49 | |||||
| 5/22/2006 | 3,517 | $ | 26.5553 | $ | 93,394.99 | |||||
| 5/23/2006 | 1,967 | $ | 26.1264 | $ | 51,390.63 | |||||
| (*) Excludes commissions and other execution-related costs. |