UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment
No. 2)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Consolidated-Tomoka
Land Co.
(Name
of
Issuer)
Common
Stock, par value $1.00 per share
(Title
of
Class of Securities)
210226106
(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)
September
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: o.
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Companies Equity Partners, L.P. <
font id="TAB2" style="LETTER-SPACING: 9pt"> 13-4088890
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
WC
|
||
|
5
|
CHECK
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
116,735
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
116,735
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,735
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.05%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Investments, L.P. 20-2871525
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
WC
|
||
|
5
|
CHECK
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
43,479
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
43,479
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,479
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.76%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Companies Advisors, LLC 20-0327470
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
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
43,479
|
|
|
8
|
SHARED
VOTING POWER
116,735
|
||
|
9
|
SOLE
DISPOSITIVE POWER
43,479
|
||
|
10
|
SHARED
DISPOSITIVE POWER
116,735
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,214
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.81%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
IA,
OO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Companies Investors, LLC 13-4126527
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
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
none
|
|
|
8
|
SHARED
VOTING POWER
116,735
|
||
|
9
|
SOLE
DISPOSITIVE POWER
none
|
||
|
10
|
SHARED
DISPOSITIVE POWER
116,735
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,735
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.05%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Companies Offshore Fund, Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
224,086
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
224,086
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,086
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.94%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Benchmark
Opportunitas Fund plc
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ireland
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
6,400
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
6,400
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Offshore Advisors, LLC 20-4797640
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
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
230,486
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
230,486
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,486
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.05%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
IA,
OO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Barington
Capital Group, L.P. 13-3635132
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
390,700
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
390,700
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,700
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.86%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
LNA
Capital Corp. 13-3635168
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
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
390,700
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
390,700
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,700
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.86%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
||
SCHEDULE
13D
CUSIP
No. 210226106
|
1
|
NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James
Mitarotonda
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) r
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
390,700
|
|
|
8
|
SHARED
VOTING POWER
none
|
||
|
9
|
SOLE
DISPOSITIVE POWER
390,700
|
||
|
10
|
SHARED
DISPOSITIVE POWER
none
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,700
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* r
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.86%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
||
This
Amendment No. 2 amends and supplements the Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on May 19, 2006, as amended
by
that certain Amendment No. 1 filed on June 20, 2006 (together, the “Statement”),
by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and
others with respect to the common stock, par value $1.00 per share (the "Common
Stock"), of Consolidated-Tomoka Land Co., a Florida corporation (the "Company").
The principal executive offices of the Company are located at 1530 Cornerstone
Boulevard, Suite 100, Daytona Beach, Florida 32117.
Item
2. Identity
and Background.
Item
2 of
the Statement is hereby amended and restated as follows:
(a)
- (c)
This Statement is being filed by Barington Companies Equity Partners, L.P.,
Barington Investments, L.P., Barington Companies Advisors, LLC, Barington
Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark
Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital
Group, L.P., LNA Capital Corp. and James Mitarotonda (each, a “Reporting Entity”
and, collectively, the “Reporting Entities”).
As
of
September 25, 2006, the Reporting Entities are the beneficial owners of, in
the
aggregate, 390,700 shares of Common Stock, representing approximately 6.86%
of
the shares of Common Stock presently outstanding.
Barington
Companies Equity Partners, L.P. is a Delaware limited partnership. The principal
business of Barington Companies Equity Partners, L.P. is acquiring, holding
and
disposing of investments in various companies. The address of the principal
business and principal office of Barington Companies Equity Partners, L.P.
is
888 Seventh Avenue, 17th Floor, New York, New York 10019.
Barington
Investments, L.P. is a Delaware limited partnership. The principal business
of
Barington Investments, L.P. is acquiring, holding and disposing of investments
in various companies. The address of the principal business and principal office
of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York,
New
York 10019.
Barington
Companies Offshore Fund, Ltd. is an international business company organized
under the laws of the British Virgin Islands. The principal business of
Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing
of
investments in various companies. The address of the principal business and
principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison
Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin
Islands. The executive officers and directors of Barington Companies Offshore
Fund, Ltd. and their principal occupations and business addresses are set forth
on Schedule I and incorporated by reference in this Item 2.
Benchmark
Opportunitas Fund, plc is a public limited company incorporated under the law
of
Ireland. 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 II and
incorporated by reference in this Item 2.
The
investment advisor of Barington Companies Equity Partners, L.P. and the
investment advisor and general partner of Barington Investments, L.P. is
Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a
Delaware limited liability company. The principal business of Barington
Companies Advisors, LLC is serving as the investment advisor of Barington
Companies Equity Partners, L.P. and the investment advisor and general partner
of Barington Investments, L.P. The address of the principal business and
principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue,
17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member
of Barington Companies Advisors, LLC.
The
general partner of Barington Companies Equity Partners, L.P. is Barington
Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware
limited liability company. The principal business of Barington Companies
Investors, LLC is serving as the general partner of Barington Companies Equity
Partners, L.P. The address of the principal business and principal office of
Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York,
New York 10019. James Mitarotonda is the Managing Member of Barington Companies
Investors, LLC.
The
investment advisor of Barington Companies Offshore Fund, Ltd. and 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
Barington Companies Offshore Fund, Ltd. and 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
Mitarotonda is the Managing Member of Barington Offshore Advisors,
LLC.
Barington
Companies Advisors, LLC, Barington Companies Investors, LLC and Barington
Offshore Advisors, LLC are each majority-owned subsidiaries of Barington Capital
Group, L.P. Barington Capital Group, L.P. is a New York limited partnership.
The
principal business of Barington Capital Group, L.P. is acquiring, holding and
disposing of investments in various companies. The address of the principal
business and principal office of Barington Capital Group, L.P. is 888 Seventh
Avenue, 17th Floor, New York, New York 10019.
The
general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA
Capital Corp. is a Delaware corporation. The principal business of LNA Capital
Corp. is serving as the general partner of Barington Capital Group, L.P. The
address of the principal business and principal office of LNA Capital Corp.
is
c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York,
New
York 10019. James Mitarotonda is the sole stockholder and director of LNA
Capital Corp. The executive officers of LNA 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.
(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, and Carl O’Sullivan, a
director of Benchmark Opportunitas Fund plc, who is a citizen of
Ireland.
Item
3. Source
and Amount of Funds or Other Consideration.
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 6,400
shares of Common Stock. The amount of funds expended for such purchases was
approximately $403,828.20 by Benchmark Opportunitas Fund plc.
All
purchases of Common Stock by the Reporting Entities 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 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.
Items
5
(a) and (b) of the Statement are hereby amended and restated as
follows:
(a) As
of
September 25, 2006, Barington Companies Equity Partners, L.P. beneficially
owns
an aggregate of 116,735 shares of Common Stock, representing approximately
2.05%
of the shares of Common Stock presently outstanding based upon the 5,692,539
shares of Common Stock reported by the Company to be issued and outstanding
as
of August 1, 2006 in its Form 10-Q filed with the Securities and Exchange
Commission on August 10, 2006 (the “Issued and Outstanding Shares”).
As
of
September 25, 2006, Barington Investments, L.P. beneficially owns 43,479 shares
of Common Stock, constituting approximately 0.76% of the Issued and Outstanding
Shares. As of September 25, 2006, Barington Companies Offshore Fund, Ltd.
beneficially owns 224,086 shares of Common Stock, constituting approximately
3.94% of the Issued and Outstanding Shares. As of September 25, 2006, Benchmark
Opportunitas Fund plc beneficially owns 6,400 shares of Common Stock,
constituting approximately 0.11% 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 116,735 shares
of
Common Stock beneficially owned by Barington Companies Equity Partners, L.P.
and
the 43,479 shares of Common Stock beneficially owned by Barington Investments,
L.P., representing an aggregate of 160,214 shares, constituting approximately
2.81% of the Issued and Outstanding Shares. As the
general
partner of Barington Companies Equity Partners, L.P., Barington Companies
Investors, LLC may also be deemed to beneficially own the 116,735 shares of
Common Stock beneficially owned by Barington Companies Equity Partners, L.P.,
constituting approximately 2.05% of the Issued and Outstanding Shares. As the
investment advisor to Barington Companies Offshore Fund, Ltd. and Benchmark
Opportunitas Fund plc, Barington Offshore Advisors, LLC may be deemed to
beneficially own the 224,086 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd. and the 6,400 shares of Common Stock
beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate
of 230,486 shares, constituting approximately 4.05% 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 116,735 shares of Common Stock beneficially
owned
by Barington Companies Equity Partners, L.P. and the 43,479 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 224,086 shares of Common Stock beneficially
owned
by Barington Companies Offshore Fund, Ltd. and the 6,400 shares of Common Stock
beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate
of 390,700 shares, constituting approximately 6.86% 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 116,735 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P., the
43,479 shares of Common Stock beneficially owned by Barington Investments,
L.P.,
the 224,086 shares of Common Stock beneficially owned by Barington Companies
Offshore Fund, Ltd. and the 6,400 shares of Common Stock beneficially owned
by
Benchmark Opportunitas Fund plc, representing an aggregate of 390,700 shares
of
Common Stock, constituting approximately 6.86% 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 116,735 shares of Common
Stock
beneficially owned by Barington Companies Equity Partners, L.P., the 43,479
shares of Common Stock beneficially owned by Barington Investments, L.P., the
224,086 shares of Common Stock beneficially owned by Barington Companies
Offshore Fund, Ltd. and the 6,400 shares of Common Stock beneficially owned
by
Benchmark Opportunitas Fund plc, representing an aggregate of 390,700 shares
of
Common Stock, constituting approximately 6.86% 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 116,735
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 116,735 shares of Common Stock beneficially owned by Barington
Companies Equity Partners, L.P., the 43,479 shares of Common Stock beneficially
owned by Barington Investments, L.P., the 224,086 shares of Common Stock
beneficially owned by Barington Companies Offshore Fund, Ltd. and the 6,400
shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc.
Mr. Mitarotonda disclaims beneficial ownership of any 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
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.
Except
as
set forth above, each of the other Reporting Entities may be deemed to have
sole
voting and dispositive power with respect to the shares each reports as
beneficially owned by such person, regardless of the fact that multiple
Reporting Entities within the same chain of ownership report sole voting and
dispositive power with respect to such shares. Each such Reporting Entity
reports sole voting and dispositive power with respect to such shares based
on
such person’s relationship to the other Reporting Entities within the same chain
of ownership. Except to the extent expressly stated herein, each Reporting
Entity disclaims beneficial ownership of any shares of Common Stock beneficially
owned by any other Reporting Entity.
Item
5(c)
of the Statement is hereby amended and supplemented as follows:
(c)
No
person identified in Item 2 hereof has effected any transaction in shares of
such Common Stock since the filing of the Statement, except to the extent
disclosed herein.
Item
6. Contracts,
Arrangements, Understanding or Relationships With Respect to Securities of
the
Issuer.
Item
6 of
the Statement is hereby amended and supplemented as follows:
Barington
Offshore Advisors, LLC is compensated for its services as the investment advisor
of Benchmark Opportunitas Fund plc by the manager of such fund pursuant to
a
separate agreement.
Item
7. Material
to be Filed as Exhibits.
| Exhibit No. |
Exhibit
Description
|
|
99.3
|
Agreement
of Joint Filing among Barington Companies Equity Partners, L.P.,
Barington
Investments, L.P., Barington Companies Advisors, LLC, Barington Companies
Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark
Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington
Capital
Group, L.P., LNA Capital Corp. and James Mitarotonda, dated September
25,
2006 (which supersedes and replaces the Agreement of Joint Filing
dated
May 19, 2006, as previously filed as Exhibit 99.1 to the Schedule
13D
filed with the SEC on May 19,
2006).
|
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:
September 26, 2006
60;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
BENCHMARK
OPPORTUNITAS FUND PLC
By:
Barington
Offshore Advisors, LLC
By:
/s/
James A. Mitarotonda
Name:
James A.
Mitarotonda
Title:
Authorized
Signatory
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
SCHEDULE
I
Directors
and Officers of Barington Companies Offshore Fund, Ltd.
| Name and Position | Principal Occupation | Principal Business Address |
|
James
A. Mitarotonda
|
Chairman
and Chief Executive
|
888
Seventh Avenue
|
|
Director
and President
|
Officer
of Barington Capital
|
17th
Floor
|
|
Group,
L.P.
|
New
York, NY 10019
|
|
|
Sebastian
E. Cassetta
|
Senior
Managing Director and
|
888
Seventh Avenue
|
|
Director
|
Chief
Operating Officer of
|
17th
Floor
|
| Barington Capital Group, L.P. |
New
York, NY 10019
|
|
|
Jonathan
Clipper
|
Managing
Director of
|
7
Reid Street, Suite 108
|
|
Director
|
Bedford
Management Ltd.
|
Hamilton
HM11, Bermuda
|
|
Graham
Cook
|
Director/Manager,
Corporate
|
Bison
Court
|
|
Director
|
Services of Byson Financial |
P.O.
Box 3460
|
|
|
Services,
Ltd.
|
Road
Town, Tortola
|
|
British
Virgin Islands
|
||
|
Forum
Fund Services, Ltd.
|
Fund
Administration
|
Washington
Mall 1, 3rd
Flr.
|
|
Secretary
|
22
Church Street
|
|
|
Hamilton
HM11, Bermuda
|
||
|
Melvyn
Brunt
|
Chief
Financial Officer of
|
888
Seventh Avenue
|
|
Treasurer
|
Barington
Capital Group, L.P.
|
17th
Floor
|
|
New
York, NY 10019
|
SCHEDULE
II
Directors
of Benchmark Opportunitas Fund plc
|
Name
and Position
|
Principal
Occupation
|
Principal
Business Address
|
|
Sebastian
Cassetta
Director
|
Senior
Managing Director and
Chief
Operating Officer of
Barington
Capital Group, L.P.
|
888
Seventh Avenue
17th
Floor
New
York, NY 10019
|
|
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
|
|
Karin
Kisling
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
|
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
|
|
Melvyn
Brunt
Treasurer
|
Chief
Financial Officer of
Barington
Capital Group, L.P.
|
888
Seventh Avenue
17th
Floor
New
York, NY 10019
|
SCHEDULE
IV
This
schedule sets forth information with respect to each purchase or sale 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 Benchmark Opportunitas Fund plc:
| Date |
Number of
Shares
|
Price Per Share | Cost(*) |
| 9/22/2006 | 2,200 | $62.1105 | $136,643.10 |
| 9/25/2006 | 4,200 | $63.6155 | $267,185.10 |
----------
(*)
Excludes commissions and other execution-related costs.
EXHIBIT
99.3
Agreement
of Joint Filing
Pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned persons hereby agree to file with the Securities and
Exchange Commission the Statement on Schedule 13D (the “Statement”) to which
this Agreement is attached as an exhibit, and agree that such Statement, as
so
filed, is filed on behalf of each of them.
This
Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing
dated May 19, 2006.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: September
26, 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
BENCHMARK
OPPORTUNITAS FUND PLC
By:
Barington
Offshore Advisors, LLC
By:
/s/
James A. Mitarotonda
Name:
James A.
Mitarotonda
Title:
Authorized
Signatory
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