Barington Companies Equity Partners LP, et al. – ‘SC 13D/A’ on 2/13/07 re: LQ Corp Inc

On:  Tuesday, 2/13/07, at 9:27pm ET   ·   As of:  2/14/07   ·   Accession #:  1144204-7-7407   ·   File #:  5-57595

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          18     68K 
                          Ownership                                              
 2: EX-99.3     Miscellaneous Exhibit                                  2     10K 
 3: EX-99.4     Miscellaneous Exhibit                                  9     29K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 24)

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

 L Q Corporation, Inc.
 ---------------------
(Name of Issuer)

Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)

 50213T104
 ---------
(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)

February 9, 2007
----------------
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition 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: [_].                                                                       

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                                
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                 92,488                                
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                  none                                  
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                    92,488                                
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
          none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
            92,488
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]   
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
           2.88%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
        PN

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                                        
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                92,488                                 
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                 none                                   
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                 92,488                                   
WITH                          __________________________________________________
              10) SHARED DISPOSITIVE POWER
      none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
        92,488
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]   
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
       2.88%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
    OO

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                              
________________________________________________________________________________
   7)SOLE VOTING POWER
NUMBER OF                                  151,161                              
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                   none                                 
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                     151,161                              
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
          none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
             151,161
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
    CERTAIN SHARES                                                           [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
           4.70%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
        CO

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

1)  NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       
            Barington Offshore Advisors II, LLC                       20-8325785
________________________________________________________________________________
2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            
                                                                         (a) [X]

                                                                         (b) [_]
________________________________________________________________________________
3)  SEC USE ONLY                                                                
________________________________________________________________________________
4)  SOURCE OF FUNDS            OO                                               
________________________________________________________________________________
5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                                          
                                                                             [_]
________________________________________________________________________________
6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                  151,161                              
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                   none                                 
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                     151,161                              
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
          none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
             151,161
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]   
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
           4.70%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
            IA, OO

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]
________________________________________________________________________________
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                                        
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                   none                                
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                    none                                
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                      none                                
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
            none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
            none
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]   
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
            none
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
              IA, OO

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                                        
New York                  
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                   369,213                             
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                    none                                
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                      369,213                             
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
            none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
               369,213
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       
                                                                             [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
              11.49%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
          PN

7 

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                              
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                   369,213                             
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                    none                                
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                      369,213                             
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
            none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
               369,213
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       
                                                                             [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
              11.49%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
          CO

8 

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SCHEDULE 13D
CUSIP No. 50213T104                                                             
-------------------                                                             

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) [X]

                                                                         (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                         
________________________________________________________________________________
     7)  SOLE VOTING POWER
NUMBER OF                                   529,413*                            
SHARES                        __________________________________________________
BENEFICIALLY                    8)  SHARED VOTING POWER                         
OWNED BY                                    none                                
EACH                          __________________________________________________
REPORTING                       9)  SOLE DISPOSITIVE POWER                      
PERSON                                      529,413*                            
WITH                          __________________________________________________
            10) SHARED DISPOSITIVE POWER
            none
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
                529,413*
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       
                                                                             [_]
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
              15.69%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON                                                    
          IN

*Includes 160,200 shares of the Company's common stock issuable upon exercise of
options granted to Mr. Mitarotonda under the Company's stock option plan, which 
are exercisable within 60 days of February 13, 2007.                            

9 

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    This Amendment No. 24 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on October 9, 2001 (as       
amended, the "Statement"), by and on behalf of Barington Companies Equity       
Partners, L.P. and others with respect to the common stock, par value $0.001 per
share (the "Common Stock"), of L Q Corporation, Inc., a Delaware corporation    
(the "Company"). The principal executive offices of the Company are located at  
888 Seventh Avenue, 17th Floor, New York, NY 10019.                             

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 Companies Investors, LLC, Barington Companies Offshore
Fund, Ltd., Barington Offshore Advisors II, LLC, 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 a  
result of a structural reorganization at Barington Capital Group, L.P.,         
Barington Offshore Advisors, LLC is no longer a beneficial owner of Common Stock
of the Company.                                                                 

     As of February 13, 2007, the Reporting Entities are the beneficial owners
of, in the aggregate, 529,413 shares of Common Stock (including 160,200 shares  
of the Issuer's common stock issuable upon exercise of options granted to Mr.   
Mitarotonda), representing approximately 15.69% of the shares of Common Stock   
outstanding (assuming exercise of Mr. Mitarotonda's options).                   

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 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.           

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

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      Barington Companies Investors, LLC and Barington Offshore Advisors II, LLC
are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington 
Capital Group, L.P. is a New York limited partnership. The principal business of
Barington Capital Group, L.P. is acquiring, holding and disposing of investments
in various companies. The address of the principal business and principal office
of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York,   
New York 10019.                                                                 

     The general partner of Barington Capital Group, L.P. is LNA Capital Corp.
LNA Capital Corp. is a Delaware corporation. The principal business of LNA      
Capital Corp. is serving as the general partner of Barington Capital Group, L.P.
The address of the principal business and 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 and their principal occupations and 
business addresses are set forth on Schedule II 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. 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. (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, and Jonathan Clipper, a director  
of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the 
United Kingdom.                                                                 

Item 3. Source and Amount of Funds or Other Consideration                       

  Item 3 of the Statement is hereby amended and supplemented as follows:

 On February 9, 2007, the Reporting Entities purchased an aggregate of
138,277 shares of Common Stock at $1.17 per share in private transactions       
entered into pursuant to the terms of a stock purchase agreement dated as of    
February 7, 2007 (the "Stock Purchase Agreement") by and among Ramius           
Securities, L.L.C., Starboard Value & Opportunity Fund, LLC, Barington Capital  
Group, L.P., Barington Companies Equity Partners, L.P. and Barington Companies  
Offshore Fund, Ltd. In accordance with the transactions contemplated by the     
Stock Purchase Agreement, Barington Companies Equity Partners, L.P. purchased   
25,050 shares of Common Stock from Starboard Value & Opportunity Fund, LLC for a
total cost of approximately $29,308.50, Barington Companies Offshore Fund, Ltd. 
purchased 34,511 shares of Common Stock from Ramius Securities, L.L.C. and      
45,650 shares of Common Stock from Starboard Value & Opportunity Fund, LLC for a
total cost of $93,788.37 and Barington Capital Group, L.P. purchased 33,066     
shares from Starboard Value & Opportunity Fund, LLC for a total cost of         
$38,687.22.                                                                     

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 All 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 5(b) of the Statement are hereby amended and restated as
follows:                                                                        

  (a) As of February 13, 2007, Barington Companies Equity Partners, L.P.
beneficially owns an aggregate of 92,488 shares of Common Stock, representing   
approximately 2.88% of the shares of Common Stock presently outstanding based   
upon the 3,214,408 shares of Common Stock reported by the Company to be issued  
and outstanding as of November 10, 2006 in its Form 10-Q filed with the         
Securities and Exchange Commission on November 14, 2006 (the "Issued and        
Outstanding Shares").                                                           

As of February 13, 2007, Barington Companies Offshore Fund, Ltd.    
beneficially owns 151,161 shares of Common Stock, constituting approximately    
4.70% 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 92,488 shares of Common Stock beneficially owned 
by Barington Companies Equity Partners, L.P., constituting approximately 2.88%  
of the Issued and Outstanding Shares. As the investment advisor to Barington    
Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed
to beneficially own the 151,161 shares of Common Stock beneficially owned by    
Barington Companies Offshore Fund, Ltd., constituting approximately 4.70% of the
Issued and Outstanding Shares. As of February 13, 2007, Barington Capital Group,
L.P. beneficially owns an aggregate of 125,564 shares of Common Stock. As the   
majority member of Barington Companies Investors, LLC, Barington Capital Group, 
L.P. may also be deemed to beneficially own the 92,488 shares of Common Stock   
beneficially owned by Barington Companies Equity Partners, L.P. As the majority 
member of Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may
also be deemed to beneficially own the 151,161 shares of Common Stock           
beneficially owned by Barington Companies Offshore Fund, Ltd., representing an  
aggregate of 369,213 shares, constituting approximately 11.49% 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 92,488 shares of Common     
Stock beneficially owned by Barington Companies Equity Partners, L.P. the       
151,161 shares of Common Stock beneficially owned by Barington Companies        
Offshore Fund, Ltd. and the 125,564 shares of Common Stock beneficially owned by
Barington Capital Group, L.P., representing an aggregate of 369,213 shares of   
Common Stock, constituting approximately 11.49% of the Issued and Outstanding   
Shares. As the sole stockholder and director of LNA Capital Corp., James A.     
Mitarotonda may be deemed to beneficially own the 125,564 shares of Common Stock
beneficially owned by Barington Capital Group, L.P., the 92,488 shares of Common
Stock beneficially owned by Barington Companies Equity Partners, L.P. and the   
151,161 shares of Common Stock beneficially owned by Barington Companies        
Offshore Fund, Ltd., representing an aggregate of 369,213 shares of Common      
Stock, constituting approximately 11.49% of the Issued and Outstanding Shares.  
Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the 
extent of his pecuniary interest therein. Mr. Mitarotonda also beneficially owns
160,200 shares of Common Stock issuable upon exercise of options granted to Mr. 
Mitarotonda under the Company's stock option plan, which are exercisable within 
60 days of February 13, 2007. As a result, Mr. Mitarotonda may be deemed to     
beneficially own an aggregate of 529,413 shares, constituting approximately     
15.69% of the shares of Common Stock outstanding, assuming exercise of Mr.      
Mitarotonda's options. Mr. Mitarotonda reports sole voting and dispositive power
with respect to the 160,200 shares subject to stock options as well as the      
125,564 shares owned by Barington Capital Group, L.P., the 92,488 shares owned  
by Barington Companies Equity Partners, L.P. and the 151,161 shares owned by    
Barington Companies Offshore Fund, Ltd. by virtue of his authority to vote and  
dispose of such shares.                                                         

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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). In addition, 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 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:

On February 7, 2007, Ramius Securities, L.L.C., Starboard Value &   
Opportunity Fund, LLC, Barington Capital Group, L.P., Barington Companies       
Equity Partners, L.P. and Barington Companies Offshore Fund, Ltd. entered into  
the Stock Purchase Agreement as further described in Item 3 of the Statement.   
The Stock Purchase Agreement is attached as Exhibit 99.4 hereto and is          
incorporated herein by reference.                                               

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Item 7.  Material to be Filed as Exhibits.                                      

      The information contained in Item 7 of the Statement is hereby amended and
supplemented as follows:                                                        

Exhibit No.                Exhibit Description                                  

--------------------------------------------------------------------------------
99.3        Agreement of Joint Filing among Barington Companies Equity Partners,
     L.P., Barington Companies Investors, LLC, Barington Companies
           Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington
          Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital
     Corp. and James A. Mitarotonda dated February 13, 2007 (which
        supersedes and replaces the Agreement of Joint Filing previously
        filed as Exhibit 99.1 to the Schedule 13D Amendment No. 23 filed
with the SEC on January 11, 2007).                      
--------------------------------------------------------------------------------
99.4        Stock Purchase Agreement dated as of February 7, 2007 by and among  
           Ramius Securities, L.L.C., Starboard Value & Opportunity Fund, LLC,
           Barington Capital Group, L.P., Barington Companies Equity Partners,
L.P. and Barington Companies Offshore Fund, Ltd.        
--------------------------------------------------------------------------------

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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: February 13, 2007                                                        

                                 BARINGTON COMPANIES EQUITY PARTNERS, L.P.
                                By:  Barington Companies Investors, LLC,
           its general partner

                       By:    /s/ James A. Mitarotonda
                                           -------------------------------------
                   Name:  James A. Mitarotonda
              Title: Managing Member

                          BARINGTON COMPANIES INVESTORS, LLC

                       By:    /s/ James A. Mitarotonda
                                           -------------------------------------
                   Name:  James A. Mitarotonda
              Title: Managing Member

                               BARINGTON COMPANIES OFFSHORE FUND, LTD.

                       By:    /s/ James A. Mitarotonda
                                           -------------------------------------
                   Name:  James A. Mitarotonda
        Title: President

                           BARINGTON OFFSHORE ADVISORS II, LLC

                       By:    /s/ James A. Mitarotonda
                                           -------------------------------------
                   Name:  James A. Mitarotonda
                   Title: Authorized Signatory

                        BARINGTON OFFSHORE ADVISORS, LLC

                       By:    /s/ James A. Mitarotonda
                                           -------------------------------------
                   Name:  James A. Mitarotonda
                   Title: Authorized Signatory

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                     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

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SCHEDULE I

 Directors and Officers of Barington Companies Offshore Fund, Ltd.

                                                        [Enlarge/Download Table]

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     

Citigroup 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         

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 SCHEDULE II

 Officers of LNA Capital Corp.

                                                                [Download Table]

Name and Position      Principal Occupation            Principal Business Address
-----------------      --------------------            --------------------------
                                                                                 
James A. Mitarotonda   Chairman and Chief Executive    888 Seventh Avenue        
President and CEO      Officer of Barington Capital    17th Floor                
                       Group, L.P.                     New York, NY 10019        

Sebastian E. Cassetta  Senior Managing Director        888 Seventh Avenue        
Secretary              and Chief Operating Officer of            17th Floor      
                       Barington Capital Group, L.P.   New York, NY 10019        

Melvyn Brunt           Chief Financial Officer of      888 Seventh Avenue        
Treasurer              Barington Capital Group, L.P.   17th Floor                
                                                       New York, NY 10019        

18

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed as of:		2/14/07							4
Filed on:		2/13/07		9		15
		2/9/07		1		11			4
		2/7/07		11		14			SC 13D/A
		1/11/07		14					4,  8-K/A,  SC 13D/A
		11/14/06		12					10-Q
		11/10/06		12					3
		10/9/01		10					SC 13D,  SC 13D/A
									List all Filings