Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Calgon Carbon Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

129603106
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 4, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s 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 Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,943,498
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,943,498
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,943,498
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
702,022
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
702,022
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
702,022
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
337,017
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
337,017
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
337,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
337,017
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
337,017
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
337,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
337,017
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
337,017
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
337,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,275,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,275,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
PN

 
7
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,275,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,275,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,275,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,275,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
PN

 
9
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,275,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,275,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
OO

 
10
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,275,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,275,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN

 
11
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,275,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,275,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 129603106
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,275,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,275,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,275,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN

 
13
 
CUSIP NO. 129603106
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
 
 
(v)
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
 
 
(vi)
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of certain managed accounts (the “Starboard Value LP Accounts”) and the manager of Starboard S LLC;
 
 
(vii)
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
 
 
(viii)
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
 
 
(ix)
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
 
 
(x)
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
 
 
(xi)
Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
 
 
14
 
CUSIP NO. 129603106
 
 
(xii)
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 of the Schedule 13D.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 830 Third Avenue, 3rd Floor, New York, New York 10022.  The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.
 
(c)           The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund and the Starboard Value LP Accounts and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP  Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
(d)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been 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)           Messrs. Smith, Mitchell and Feld are citizens of the United States of America.  The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated as follows:
 
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 2,943,498 Shares beneficially owned by Starboard V&O Fund is approximately $43,302,677, excluding brokerage commissions.  The aggregate purchase price of the 702,022 Shares beneficially owned by Starboard S LLC is approximately $10,804,925, excluding brokerage commissions. The aggregate purchase price of the 337,017 Shares beneficially owned by Starboard C LP is approximately $6,238,727, excluding brokerage commissions. The aggregate purchase price of the 1,292,463 Shares held in the Starboard Value LP Accounts is approximately $19,905,291, excluding brokerage commissions.
 
 
15
 
CUSIP NO. 129603106
 
Item 4. 
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On November 4, 2013, Starboard Value LP (“Starboard”) delivered a letter to the Issuer’s President and CEO, Randall S. Dearth, and the Issuer’s Board of Directors (the “Board”).  In the letter, Starboard stated that while the Issuer’s recent improvement in margins and $50 million share buyback represent steps in the right direction for closing the gap between the Issuer’s stock price and its intrinsic value, there still remain significant opportunities at the Issuer to improve value for shareholders.  Specifically, Starboard urged the Issuer to (i) institute additional margin improvement initiatives; (ii) optimize its capital allocation and capital structure, including by returning substantial capital to shareholders; and (iii) consider tax-advantaged corporate structures that should materially increase after-tax free cash flow.  The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Accompanying the letter, Starboard also delivered a copy of a presentation to outline in detail the options available to the Issuer to create additional value for shareholders.  Starboard stated in the letter that it has included the detailed presentation to encourage dialogue among shareholders, analysts and the Issuer regarding such value-enhancing proposals ahead of this week’s analyst meeting in Phoenix.  The presentation is attached hereto in its entirety immediately following the letter as a part of Exhibit 99.1 and is incorporated herein by reference.
 
Starboard concluded the letter by stating it looks forward to seeing Mr. Dearth, his management team, and fellow shareholders at the analyst meeting and is available to discuss the contents of the letter and enclosed detailed presentation at Mr. Dearth’s convenience.
 
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 54,258,632 Shares outstanding, as of August 6, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on November 1, 2013, Starboard V&O Fund beneficially owned 2,943,498 Shares.
 
Percentage: Approximately 5.4%
 
 
(b)
1. Sole power to vote or direct vote: 2,943,498
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,943,498
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Starboard S LLC
 
 
(a)
As of the close of business on November 1, 2013, Starboard S LLC beneficially owned 702,022 Shares.
 
Percentage: 1.3%
 
 
(b)
1. Sole power to vote or direct vote: 702,022
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 702,022
 
4. Shared power to dispose or direct the disposition: 0
 
 
16
 
CUSIP NO. 129603106
 
 
(c)
The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Starboard C LP
 
 
(a)
As of the close of business on November 1, 2013, Starboard C LP beneficially owned 337,017 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 337,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 337,017
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Starboard R LP
 
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 337,017 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 337,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 337,017
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Starboard R GP
 
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 337,017 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 337,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 337,017
 
4. Shared power to dispose or direct the disposition: 0
 
 
17
 
CUSIP NO. 129603106
 
 
(c)
Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Starboard Value LP
 
 
(a)
As of the close of business on November 1, 2013, 1,292,463 Shares were held in the Starboard Value LP Accounts.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Accounts, and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,943,498 Shares owned by Starboard V&O Fund, (ii) 702,022 Shares owned by Starboard S LLC, (iii) 337,017 Shares owned by Starboard C LP and (iv) 1,292,463 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 9.7%
 
 
(b)
1. Sole power to vote or direct vote: 5,275,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,275,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
G.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,943,498 Shares owned by Starboard V&O Fund, (ii) 702,022 Shares owned by Starboard S LLC, (iii) 337,017 Shares owned by Starboard C LP and (iv) 1,292,463 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 9.7%
 
 
(b)
1. Sole power to vote or direct vote: 5,275,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,275,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
H.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,943,498 Shares owned by Starboard V&O Fund, (ii) 702,022 Shares owned by Starboard S LLC, (iii) 337,017 Shares owned by Starboard C LP and (iv) 1,292,463 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 9.7%
 
 
18
 
CUSIP NO. 129603106
 
 
(b)
1. Sole power to vote or direct vote: 5,275,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,275,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
I.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,943,498 Shares owned by Starboard V&O Fund, (ii) 702,022 Shares owned by Starboard S LLC, (iii) 337,017 Shares owned by Starboard C LP and (iv) 1,292,463 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 9.7%
 
 
(b)
1. Sole power to vote or direct vote: 5,275,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,275,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
J.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,943,498 Shares owned by Starboard V&O Fund, (ii) 702,022 Shares owned by Starboard S LLC, (iii) 337,017 Shares owned by Starboard C LP and (iv) 1,292,463 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 9.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,275,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,275,000

 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
19
 
CUSIP NO. 129603106
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On November 4, 2013, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Letter to the President and CEO and the Board of Directors of the Issuer / Presentation, dated November 4, 2013.
 
 
99.2
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld, dated November 4, 2013.
 
 
20
 
CUSIP NO. 129603106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  November 4, 2013
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
  
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE R GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

 
21
 
CUSIP NO. 129603106
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

(14,584)
18.3390
09/11/2013
(8,751)
18.4068
09/12/2013
(14,584)
18.5025
09/16/2013
(14,584)
18.4700
09/17/2013
(29,168)
18.5470
09/18/2013
(14,584)
18.4223
09/23/2013
(14,584)
18.5071
09/23/2013
(14,584)
18.5501
09/24/2013
28,150
18.7916
10/08/2013
27,306
18.7595
10/09/2013
14,075
19.0432
10/10/2013
845
19.0614
10/10/2013

STARBOARD VALUE AND OPPORTUNITY S LLC

(3,233)
18.3390
09/11/2013
(1,940)
18.4068
09/12/2013
(3,233)
18.5025
09/16/2013
(3,233)
18.4700
09/17/2013
(6,466)
18.5470
09/18/2013
(3,233)
18.4223
09/23/2013
(3,233)
18.5071
09/23/2013
(3,233)
18.5501
09/24/2013
6,900
18.7916
10/08/2013
6,693
18.7595
10/09/2013
3,450
19.0432
10/10/2013
207
19.0614
10/10/2013
47,922
20.0146
10/31/2013

STARBOARD VALUE AND OPPORTUNITY C LP

(1,009)
18.3390
09/11/2013
(605)
18.4068
09/12/2013
(1,009)
18.5025
09/16/2013
(1,009)
18.4700
09/17/2013
(2,018)
18.5470
09/18/2013
(1,009)
18.4223
09/23/2013
(1,009)
18.5071
09/23/2013
(1,009)
18.5501
09/24/2013
4,150
18.7916
10/08/2013
4,025
18.7595
10/09/2013
2,075
19.0432
10/10/2013
124
19.0614
10/10/2013
38,295
20.0146
10/31/2013
89,700
19.8932
11/01/2013
 
 
 
 
CUSIP NO. 129603106
 
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)

(6,174)
18.3390
09/11/2013
(3,704)
18.4068
09/12/2013
(6,174)
18.5025
09/16/2013
(6,174)
18.4700
09/17/2013
(12,348)
18.5470
09/18/2013
(6,174)
18.4223
09/23/2013
(6,174)
18.5071
09/23/2013
(6,174)
18.5501
09/24/2013
10,800
18.7916
10/08/2013
10,476
18.7595
10/09/2013
5,400
19.0432
10/10/2013
324
19.0614
10/10/2013
49,083
20.0146
10/31/2013