SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
SCS
Transportation, Inc.
(Name of Issuer)
Common Stock,
$.001 Par Value
(Title of Class of Securities)
81111T102
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & 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)
January 3,
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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box o.
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 59 Pages)
1 The
remainder of this cover page shall be filled out for a reporting persons
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
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. 81111T102 | 13D |
Page 2 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 480,146 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 480,146 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,146 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% |
||
14. |
TYPE
OF REPORTING PERSON* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 3 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
PARCHE, LLC | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 138,957 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 138,957 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,957 |
||
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 |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 4 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
RCG AMBROSE MASTER FUND, LTD | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 29,975 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 29,975 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,975 |
||
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* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 5 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
RCG HALIFAX FUND, LTD | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 31,301 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 31,301 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,301 |
||
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* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 6 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
RAMIUS MASTER FUND, LTD. | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 139,851 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 139,851 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,851 |
||
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* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 7 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
ADMIRAL ADVISORS, LLC | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 619,103 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 619,103 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 619,103 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% |
||
14. |
TYPE
OF REPORTING PERSON* OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 8 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
RAMIUS ADVISORS, LLC | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 139,851 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 139,851 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,851 |
||
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* IA, OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 9 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
RAMIUS CAPITAL GROUP, LLC | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 820,230 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 820,230 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* IA, OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 10 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
C4S & CO., LLC | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 820,230 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 820,230 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* OO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 11 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
PETER A. COHEN | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
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 820,230 |
||
9. |
SOLE
DISPOSITIVE POWER -0- |
||
10. |
SHARED
DISPOSITIVE POWER 820,230 |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 12 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
MORGAN B. STARK | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
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 820,230 |
||
9. |
SOLE
DISPOSITIVE POWER -0- |
||
10. |
SHARED
DISPOSITIVE POWER 820,230 |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 13 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
JEFFREY M. SOLOMON | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
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 820,230 |
||
9. |
SOLE
DISPOSITIVE POWER -0- |
||
10. |
SHARED
DISPOSITIVE POWER 820,230 |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 14 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
THOMAS W. STRAUSS | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
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 820,230 |
||
9. |
SOLE
DISPOSITIVE POWER -0- |
||
10. |
SHARED
DISPOSITIVE POWER 820,230 |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,230 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 15 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
JEFFREY C. SMITH | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(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) o |
||
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 -0- |
||
9. |
SOLE
DISPOSITIVE POWER -0- |
||
10. |
SHARED
DISPOSITIVE POWER -0- |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 16 of 59 Pages |
1. | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
JEFFREY C. WARD | |||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a)
þ
|
|||
(b) o | |||
3. |
SEC USE
ONLY |
||
4. |
SOURCE OF
FUNDS* PF |
||
5. |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
||
Number
of Shares Beneficially Owned by Each Reporting Person With |
|||
7. |
SOLE
VOTING POWER 2,000 |
||
8. |
SHARED
VOTING POWER - 0 - |
||
9. |
SOLE
DISPOSITIVE POWER 2,000 |
||
10. |
SHARED
DISPOSITIVE POWER - 0 - |
||
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000 |
||
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% |
||
14. |
TYPE
OF REPORTING PERSON* IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 81111T102 | 13D |
Page 17 of 59 Pages |
The
following constitutes the Schedule 13D filed by the undersigned (the Schedule 13D).
Item 1.Security and Issuer.
This
statement relates to shares of the Common Stock, $.001 par value (the Shares),
of SCS Transportation, Inc. (the Issuer). The address of the
principal executive offices of the Issuer is 4435 Main Street, Suite 930, Kansas
City, Missouri 64111.
Item 2.Identity and Background.
(a)
This statement is filed by:
(i) | Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands exempted company (Starboard), with respect to the Shares directly and beneficially owned by it; |
(ii) | Parche, LLC, a Delaware limited liability company (Parche), with respect to the Shares directly and beneficially owned by it; |
(iii) | RCG Ambrose Master Fund, Ltd., a Cayman Islands exempted company (RCG Ambrose), with respect to the Shares directly and beneficially owned by it; |
(iv) | RCG Halifax Fund, Ltd., a Cayman Islands exempted company (RCG Halifax), with respect to the Shares directly and beneficially owned by it; |
(v) | Ramius Master Fund Ltd., a Cayman Islands exempted company (Ramius Master), with respect to the Shares directly and beneficially owned by it; |
(vi) | Admiral Advisors, LLC, a Delaware limited liability company (Admiral Advisors), who serves as the investment manager of Starboard and the managing member of Parche; |
(vii) | Ramius Advisors, LLC, a Delaware limited liability company (Ramius Advisors), who serves as the investment advisor of Ramius Master; |
(viii) | Ramius Capital Group, LLC, a Delaware limited liability company (Ramius Capital), who serves as the investment advisor of RCG Ambrose and RCG Halifax and as the sole member of Admiral Advisors and Ramius Advisors; |
(ix) | C4S & Co., L.L.C., a Delaware limited liability company (C4S), who serves as managing member of Ramius Capital; |
(x) | Peter A. Cohen ("Mr. Cohen"), who serves as one of the managing members of C4S; |
CUSIP No. 81111T102 | 13D |
Page 18 of 59 Pages |
(xi) | Morgan B. Stark ("Mr. Stark"), who serves as one of the managing members of C4S; |
(xii) | Thomas W. Strauss ("Mr. Strauss"), who serves as one of the managing members of C4S; |
(xiii) | Jeffrey M. Solomon ("Mr. Solomon"), who serves as one of the managing members of C4S; |
(xiv) | Jeffrey C. Smith (Mr. Smith), a nominee for the Board of Directors of the Issuer and a Managing Director of Ramius Capital; and |
(xv) | Jeffrey C. Ward (Mr. Ward), a nominee for the Board of Directors of the Issuer. |
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 and Solicitation Agreement, as further described
in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b)
The address of the principal office of each of Parche, Admiral Advisors, Ramius
Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Strauss, Mr. Solomon
and Mr. Smith is 666 Third Avenue, 26th Floor, New York, New York 10017. The
residential address of Mr. Ward is 50 Aberdeen Avenue, Westmount, Quebec H3Y3A4.
The
address of the principal office of each of Starboard, RCG Ambrose, RCG Halifax
and Ramius Master is c/o Citco Fund Services (Cayman Islands) Limited, Corporate
Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The
officers and directors of each of Starboard, RCG Ambrose, RCG Halifax and Ramius
Master and their principal occupations and business addresses are set forth
on Schedule B and incorporated by reference in this Item 2.
(c)
The principal business of each of Starboard, Parche, RCG Ambrose, RCG Halifax
and Ramius Master is serving as a private investment fund. Each of Starboard
and Parche 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. The principal business of Admiral Advisors
is acting as investment manager of Starboard and managing member of Parche.
The principal business of Ramius Advisors is acting as an investment advisor
of Ramius Master. Ramius Capital is engaged in money management and investment
advisory services for third parties and proprietary accounts. C4S serves as
managing member of Ramius Capital. Mr. Cohen, Mr. Strauss, Mr. Stark and Mr.
Solomon serve as co-managing members of C4S.
The
principal occupation of Mr. Smith is serving as a Managing Director of Ramius
Capital.
CUSIP No. 81111T102 | 13D |
Page 19 of 59 Pages |
The
principal occupation of Mr. Ward is serving as a Vice President of A.T. Kearney,
Inc., a global management consulting firm.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person 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. Cohen, Stark, Strauss, Solomon, Smith and Ward are citizens of the United
States of America.
Item
3. Source and Amount of Funds or Other Consideration.
The
Shares purchased by Starboard, Parche, RCG Ambrose, RCG Halifax and Ramius Master
were purchased with the working capital of such entities (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
cost of the 820,230 Shares beneficially owned in the aggregate by all of the
Reporting Persons, not including Mr. Ward, is approximately $15,726,291, including
brokerage commissions. The aggregate purchase price of the 2,000 Shares owned
directly by Mr. Ward is approximately $45,040, including brokerage commissions.
The Shares owned directly by Mr. Ward were acquired with personal funds.
Item
4.Purpose of Transaction.
The
Reporting Persons purchased the Shares based on the Reporting Persons
belief that the Shares, when purchased, were undervalued and represented an
attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase of additional Shares desirable,
the Reporting Persons may endeavor to increase their position in the Issuer
through, among other things, the purchase of Shares on the open market or in
private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
On
December 10, 2005, Starboard submitted a letter (the Nomination Letter)
to the Issuer nominating Mr. Smith and Mr. Ward (together, the Nominees)
for election to the Board of Directors of the Issuer at the 2006 annual meeting
of stockholders of the Issuer, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or continuations
thereof (the Annual Meeting). The Nomination Letter is attached
hereto as Exhibit 2 and is incorporated herein by reference.
On
January 12, 2006, Starboard delivered a letter to the Chairman and Chief Executive
Officer of the Issuer expressing its belief that the Issuers shares are
significantly
CUSIP No. 81111T102 | 13D |
Page 20 of 59 Pages |
undervalued
and that a sale of its Jevic subsidiary is the first step to maximize shareholder
value. The letter is attached hereto as Exhibit 3 and is incorporated herein
by reference. Key points highlighted in the letter include that (i) the Issuer
is significantly undervalued and the Board of Directors of the Issuer has not
taken the appropriate steps to correct this situation, (ii) its Jevic subsidiary
is non-core to the Issuer and the Issuer should immediately pursue a competitive
sale process for Jevic to help maximize shareholder value, (iii) Starboard expects
that Jevic would receive interest from financial buyers in a competitive sale
process and (iv) a tremendous opportunity exists to build the Issuers
Saia subsidiary into a best-in-class less-than-truckload carrier which deserves
the full attention of management and the Board of Directors.
No
Reporting Person has any present plan or proposal which would relate to or result
in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon completion of any
of the actions discussed above. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and engage in discussions with
management and the Board of Directors of the Issuer concerning the business,
operations and future plans of the Issuer. Depending on various factors including,
without limitation, the Issuers financial position and investment strategy,
the price levels of the Shares, conditions in the securities markets and general
economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, seeking additional Board representation, making
proposals to the Issuer concerning changes to the capitalization, ownership
structure or operations of the Issuer, purchasing additional Shares, selling
some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares or changing their intention with
respect to any and all matters referred to in Item 4.
Item
5.Interest in Securities of the Issuer.
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 14,473,938 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on October 28, 2005.
A.
Starboard
(a)
As of the date of this filing, Starboard beneficially owns 480,146 Shares.
Percentage:
Approximately 3.3% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 480,146
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 480,146
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by Starboard within the past 60 days is set forth
in Schedule A and is incorporated by reference.
B.
Parche
CUSIP No. 81111T102 | 13D |
Page 21 of 59 Pages |
(a)
As of the date of this filing, Parche beneficially owns 138,957 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 138,957
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 138,957
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by Parche within the past 60 days is set forth
in Schedule A and is incorporated by reference.
C.
RCG Ambrose
(a)
As of the date of this filing, RCG Ambrose beneficially owns 29,975 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 29,975
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 29,975
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by RCG Ambrose in the past 60 days is set forth
in Schedule A and is incorporated by reference.
D.
RCG Halifax
(a)
As of the date of this filing, RCG Halifax beneficially owns 31,301 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 31,301
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 31,301
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by RCG Halifax in the past 60 days is set forth
in Schedule A and is incorporated by reference.
E.
Ramius Master
(a)
As of the date of this filing, Ramius Master beneficially owns 139,851 Shares.
Percentage:
Less than 1% as of the date hereof.
CUSIP No. 81111T102 | 13D |
Page 22 of 59 Pages |
(b)
1. Sole power to vote or direct vote: 139,851
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 139,851
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by Ramius Master in the past 60 days is set forth
in Schedule A and is incorporated by reference.
F.
Admiral Advisors
(a)
As of the date of this filing, as the investment manager of Starboard and the
managing member of Parche, Admiral Advisors may be deemed the beneficial owner
of (i) 480,146 Shares owned by Starboard and (ii) 138,957 Shares owned by Parche.
Percentage:
Approximately 4.3% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 619,103
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 619,103
4.
Shared power to dispose or direct the disposition: 0
(c)
Admiral Advisors did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares in the past 60 days on behalf of Starboard
and Parche, which, except as otherwise noted, were all in the open market, are
set forth in Schedule A, and are incorporated by reference.
G.
Ramius Advisors
(a)
As of the date of this filing, as the investment advisor of Ramius Master, Ramius
Advisors may be deemed the beneficial owner of 139,851 Shares owned by Ramius
Master.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 139,851
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 139,851
4.
Shared power to dispose or direct the disposition: 0
(c)
Ramius Advisors did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares in the past 60 days on behalf of Ramius
Master, which were all in the open market, are set forth in Schedule A, and
are incorporated by reference.
H.
Ramius Capital
(a)
As of the date of this filing, as the sole member of Admiral Advisors and Ramius
Advisors (the investment advisor of Ramius Master) and as the investment advisor
to RCG
CUSIP No. 81111T102 | 13D |
Page 23 of 59 Pages |
Halifax
and RCG Ambrose, Ramius Capital may be deemed the beneficial owner of (i) 480,146
shares owned by Starboard, (ii) 138,957 Shares owned by Parche, (iii) 29,975
Shares owned by RCG Ambrose, (iv) 31,301 Shares owned by RCG Halifax and (v)
139,851 Shares owned by Ramius Master.
Percentage:
Approximately 5.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 820,230
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 820,230
4.
Shared power to dispose or direct the disposition: 0
(c)
Ramius Capital did not enter into any transactions in the Shares in the past
60 days. The transactions in the Shares in the past 60 days on behalf of Starboard,
Parche, RCG Ambrose, RCG Halifax and Ramius Master are set forth in Schedule
A, and are incorporated herein by reference.
I.
C4S
(a)
As of the date of this filing, as the managing member of Ramius Capital, C4S
may be deemed the beneficial owner of (i) 480,146 Shares owned by Starboard,
(ii) 138,957 Shares owned by Parche, (iii) 29,975 Shares owned by RCG Ambrose,
(iv) 31,301 Shares owned by RCG Halifax, (v) 139,851 Shares owned by Ramius
Master.
Percentage:
Approximately 5.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 820,230
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 820,230
4.
Shared power to dispose or direct the disposition: 0
(c)
C4S did not enter into any transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on behalf of Starboard, Parche,
RCG Ambrose, RCG Halifax and Ramius Master are set forth in Schedule A and are
incorporated by reference.
J.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
(a)
As of the date of this filing, as the managing members of C4S, each of Mr. Cohen,
Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of
(i) 480,146 Shares owned by Starboard, (ii) 138,957 Shares owned by Parche,
(iii) 29,975 Shares owned by RCG Ambrose, (iv) 31,301 Shares owned by RCG Halifax
and (v) 139,851 Shares owned by Ramius Master. Each of Messrs. Cohen, Stark,
Solomon and Strauss share voting and dispositive power with respect to the Shares
owned by Starboard, Parche, RCG Ambrose, RCG Halifax and Ramius Master by virtue
of their shared authority to vote and dispose of such Shares. Messrs. Cohen,
Stark, Solomon and Strauss disclaim beneficial ownership of such Shares.
CUSIP No. 81111T102 | 13D |
Page 24 of 59 Pages |
Percentage:
Approximately 5.7% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 820,230
3.
Sole power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition: 820,230
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon have entered into any
transactions in the Shares in the past 60 days. The transactions in the Common
Stock in the past 60 days on behalf of Starboard, Parche, RCG Ambrose, RCG Halifax
and Ramius Master are set forth in Schedule A and are incorporated by reference.
K.
Mr. Smith
(a)
As of the date of this filing, Mr. Smith does not beneficially own any Shares
of the Issuer.
Percentage:
0%
(b)
1. Sole power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition: 0
(c)
N/A
L.
Mr. Ward
(a)
As of the date of this filing, Mr. Ward beneficially owns 2,000 Shares.
Percentage:
Less than 1% as of the date hereof.
(b)
1. Sole power to vote or direct vote: 2,000
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition: 2,000
4.
Shared power to dispose or direct the disposition: 0
(c)
The number of Shares acquired by Mr. Ward within the past 60 days is set forth
in Schedule A and is incorporated by reference.
(d)
No person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, such shares of the Common Stock.
(e)
Not applicable.
CUSIP No. 81111T102 | 13D |
Page 25 of 59 Pages |
Item
6.Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On
January 12, 2006, Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master,
Admiral Advisors, Ramius Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Solomon,
Mr. Stark, Mr. Strauss and the Nominees (collectively, the Group)
entered into a Joint Filing and Solicitation Agreement (the Joint Filing
Agreement) in which, among other things, (a) the parties 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, (b)
the parties agreed to solicit proxies or written consents for the election of
the Nominees, or any other person(s) nominated by Starboard, to the Issuers
Board at the Annual Meeting (the Solicitation), and (c) Starboard
agreed to bear all expenses incurred in connection with the Groups activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. The Joint Filing Agreement
is attached as an exhibit hereto and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
Item
7.Material to be Filed as Exhibits.
1. | Joint Filing and Solicitation Agreement by and among Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master, Admiral Advisors, Ramius Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Solomon, Mr. Strauss, Mr. Smith and Mr. Ward, dated January 12, 2006. |
2. | Nomination Letter from Starboard to the Issuer, dated December 10, 2005. |
3. | Letter from Starboard to the Chairman and Chief Executive Officer of the Issuer, dated January 12, 2006. |
4. | Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated March 11, 2005. |
CUSIP No. 81111T102 | 13D |
Page 26 of 59 Pages |
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: January 12, 2006 | ||||
RAMIUS CAPITAL GROUP, LLC | RCG AMBROSE MASTER FUND, LTD. | |||
By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC, | |
as Managing Member | its Investment Advisor | |||
By: | /s/ Morgan B. Stark | By: | C4S & Co., L.L.C., | |
its Managing Member | ||||
Name: Morgan B. Stark | ||||
Title: Managing Member | ||||
By: | /s/ Morgan B. Stark | |||
Name: Morgan B. Stark | ||||
Title: Managing Member | ||||
RCG HALIFAX FUND, LTD. | RAMIUS MASTER FUND, LTD | |||
By: | Ramius Capital Group, LLC, | By: | Ramius Advisors, LLC | |
its Investment Advisor | its Investment Advisor | |||
By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC | |
its Managing Member | its Managing Member | |||
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Managing Member | Title: Managing Member | |||
C4S & CO., L.L.C. | MORGAN B. STARK | |||
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Individually and as attorney-in-fact for Peter A. | |||
Title: Managing Member | Cohen, Jeffrey M. Solomon and Thomas W. Strauss | |||
STARBOARD VALUE & OPPORTUNITY | PARCHE, LLC | |||
MASTER FUND LTD. | By: Admiral Advisors, LLC, its managing member | |||
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Authorized Signatory | Title: Authorized Signatory |
CUSIP No. 81111T102 | 13D |
Page 27 of 59 Pages |
ADMIRAL ADVISORS, LLC | RAMIUS ADVISORS, LLC | |||
By: | Ramius Capital Group, LLC, its managing member | By: | Ramius Capital Group, LLC, its managing member | |
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Authorized Signatory | Title:
Authorized Signatory |
|||
/s/ Jeffrey C. Smith | ||||
JEFFREY C. SMITH | ||||
/s/ Jeffrey C. Ward | ||||
JEFFREY C. WARD |
CUSIP No. 81111T102 | 13D |
Page 28 of 59 Pages |
SCHEDULE A
Transactions
in the Shares During the Past 60 Days |
Shares
of Common Stock Purchased |
Price
Per Share($) |
Date
of Purchase |
STARBOARD
VALUE & OPPORTUNITY MASTER FUND LTD. |
||
21,000 6,384 39,816 10,823 16,044 18,480 12,600 420 16,800 8,400 13,440 2,097 28,560 11,456 17,556 10,920 3,180 2,100 2,520 693 2,184 3,570 8,043 |
20.1237 19.9906 20.1900 19.3699 20.1876 20.7607 21.3645 21.0000 21.7793 21.5250 21.9723 21.9196 22.0062 22.3272 21.5462 21.1323 21.5044 22.8400 22.9084 22.9030 23.2402 23.9073 24.0682 |
11/28/05 11/29/05 11/29/05 11/30/05 12/05/05 12/06/05 12/07/05 12/08/05 12/12/05 12/13/05 12/14/05 12/14/05 12/15/05 12/16/05 12/19/05 12/20/05 01/03/06 01/04/06 01/05/06 01/06/06 01/09/06 01/10/06 01/11/06 |
CUSIP No. 81111T102 | 13D |
Page 29 of 59 Pages |
PARCHE,
LLC |
||
66,403* 33,626* 3,200 1,600 2,560 400 5,440 2,182 3,344 2,080 1,287 606 400 1,275 1,530 480 132 421 1,482 416 680 2,423 1,532 5,458 |
21.5200 21.5200 21.7793 21.5250 21.9723 21.9196 22.0062 22.3272 21.5462 21.1323 21.5044 21.5044 22.8400 22.8400 22.9084 22.9084 22.9030 22.9030 23.2402 23.2402 23.9073 23.9073 24.0682 24.0682 |
12/09/05 12/09/05 12/12/05 12/13/05 12/14/05 12/14/05 12/15/05 12/16/05 12/19/05 12/20/05 01/03/06 01/03/06 01/04/06 01/04/06 01/05/06 01/05/06 01/06/06 01/06/06 01/09/06 01/09/06 01/10/06 01/10/06 01/11/06 01/11/06 |
* Shares
were acquired in private transactions with various transferors for which Ramius Capital
Group, LLC or an affiliate serves as the investment manager, the managing member or the
managing member of the investment manager.
CUSIP No. 81111T102 | 13D |
Page 30 of 59 Pages |
RCG AMBROSE MASTER FUND, LTD. | ||
833 825 990 272 1,014 1,658 3,734 |
21.5044 22.8400 22.9084 22.9030 23.2402 23.9073 24.0682 |
01/03/06 01/04/06 01/05/06 01/06/06 01/09/06 01/10/06 01/11/06 |
RCG HALIFAX FUND,
LTD. |
||
833 825 990 272 858 1,403 3,160 |
21.5044 22.8400 22.9084 22.9030 23.2402 23.9073 24.0682 |
01/03/06 01/04/06 01/05/06 01/06/06 01/09/06 01/10/06 01/11/06 |
RAMIUS MASTER FUND,
LTD |
||
4,618 4,575 5,490 1,510 4,446 7,266 16,373 |
21.5044 22.8400 22.9084 22.9030 23.2402 23.9073 24.0682 |
01/03/06 01/04/06 01/05/06 01/06/06 01/09/06 01/10/06 01/11/06 |
JEFFREY C. WARD |
||
Shares of Common Stock Purchased |
Price Per Share($) |
Date of Purchase |
2,000 |
22.4200 |
12/22/05 |
CUSIP No. 81111T102 | 13D |
Page 31 of 59 Pages |
SCHEDULE
B
Directors
and Officers of Starboard Value and Opportunity Master Fund Ltd.
|
Name and Position | Principal Occupation | Principal Business Address | ||
Mark Mitchell Director |
Managing Director
of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
Jeffrey M. Solomon Director |
Managing Member of
C4S & Co., LLC, which is the Managing Member of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
CFS Company Ltd. Director |
Nominee Company registered
with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
||
CFS Corporation Ltd. Secretary |
Affiliate of the Administrator of the Fund | c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
||
CUSIP No. 81111T102 | 13D |
Page 32 of 59 Pages |
Directors
and Officers of RCG Ambrose Master Fund, Ltd. |
Name and Position | Principal Occupation | Principal Business Address | ||
Mark Mitchell Director |
Managing Director
of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
Jeffrey C. Smith Director |
Managing Director
of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
CFS Company Ltd. Director |
Nominee Company registered
with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
||
CFS Corporation Ltd. Secretary |
Affiliate of the Administrator
of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
CUSIP No. 81111T102 | 13D |
Page 33 of 59 Pages |
Directors
and Officers of RCG Halifax Fund, Ltd. |
Name and Position | Principal Occupation | Principal Business Address | ||
Morgan B. Stark Director |
Managing Member of
C4S & Co., LLC, which is the Managing Member of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
Jeffrey M. Solomon Director |
Managing Member of
C4S & Co., LLC, which is the Managing Member of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
CFS Company Ltd. Director |
Nominee Company registered
with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
||
CFS Corporation Ltd. Secretary |
Affiliate of the Administrator of the Fund | c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
CUSIP No. 81111T102 | 13D |
Page 34 of 59 Pages |
Directors
and Officers of Ramius Master Fund, Ltd. |
Name and Position | Principal Occupation | Principal Business Address | ||
Morgan B. Stark Director |
Managing Member of
C4S & Co., LLC, which is the Managing Member of Ramius Capital Group, LLC |
666 Third Avenue 26th Floor New York, New York 10017 |
||
Marran Ogilvie Director |
General Counsel of
Ramius Capital Group, LLC |
666 Third Avenue
26th Floor New York, New York 10017 |
||
CFS Company Ltd. Director |
Nominee Company registered
with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
||
CFS Corporation Ltd. Secretary |
Affiliate of the Administrator
of the Fund |
c/o Citco Fund Services
(Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies |
CUSIP No. 81111T102 | 13D |
Page 35 of 59 Pages |
EXHIBIT INDEX
Exhibit | Page | |||
1. | Joint Filing and Solicitation
Agreement by and among Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius
Master, Admiral Advisors, Ramius Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Solomon, Mr. Strauss, Mr. Smith and Mr. Ward, dated January 12, 2006. |
36 to 39 | ||
2. | Nomination Letter from Starboard to the Issuer, dated December 10, 2005. | 40 to 52 | ||
3. | Letter from Starboard to the Chairman and Chief Executive Officer of the Issuer, dated January 12, 2006. | 53 to 58 | ||
4. | Power of Attorney
for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon,
dated March 11, 2005. |
59 |
CUSIP No. 81111T102 | 13D |
Page 36 of 59 Pages |
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of SCS Transportation,
Inc., a Delaware corporation (SCST);
WHEREAS,
Starboard Value and Opprtunity Master Fund Ltd. (Starboard), Parche,
LLC (Parche), RCG Halifax Fund, Ltd. (RCG Halifax),
RCG Ambrose Master Fund, Ltd. (RCG Ambrose), Ramius Master Fund,
Ltd. (Ramius Master), Admiral Advisors, LLC (Admiral Advisors),
Ramius Advisors, LLC (Ramius Advisors), Ramius Capital Group, LLC
(Ramius Capital), C4S & Co., L.L.C. (C4S), Jeffrey M.
Solomon, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey C. Smith
and Jeffrey C. Ward wish to form a group for the purpose of seeking representation
on the Board of Directors of SCST;
WHEREAS,
Starboard intends to nominate Jeffrey C. Ward and Jeffrey C. Smith as nominees
to be elected to the Board of Directors of SCST at the 2006 annual meeting of
stockholders of SCST, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof
(the Annual Meeting).
NOW,
IT IS AGREED, this 12th day of January 2006 by the parties hereto:
1.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934, as amended, each of the undersigned (collectively, the Group)
agrees to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of SCST to the extent required under applicable
securities laws. Each member of the Group shall be responsible for the accuracy
and completeness of his/her/its own disclosure therein.
2.
So long as this agreement is in effect, each of the undersigned shall provide
written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (Olshan)
of (i) any of their purchases or sales of securities of SCST or (ii) any securities
of SCST over which they acquire or dispose of beneficial ownership. Notice shall
be given no later than 24 hours after each such transaction.
3.
Each of the undersigned agrees to solicit proxies or written consents for the
election of Jeffrey C. Smith and Jeffrey C. Ward, or any other person(s) nominated
by Starboard to the Board of Directors of SCST at the Annual Meeting (the Nominees).
4.
Starboard agrees to bear all expenses incurred in connection with the Groups
activities, including expenses incurred by any of the parties in a solicitation
of proxies or written consents by the members of the Group in connection with
the Annual Meeting. Notwithstanding the foregoing, Starboard shall not be required
to reimburse any party for (i) out-of-pocket expenses incurred by a party in
the aggregate in excess of $250 without Starboards prior written approval;
(ii) the value of the time of any party; (iii) legal fees incurred without Starboards
prior written approval; or (iv) the costs of any counsel, other than Olshan,
employed in connection with any pending or threatened litigation without Starboards
prior written approval.
5.
The relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such relationship
shall be construed and deemed to be for the sole and limited purpose of carrying
on such business as described herein. Nothing herein shall be construed to authorize
any party to act as an agent for
CUSIP No. 81111T102 | 13D |
Page 37 of 59 Pages |
any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any partys right to purchase
or sell securities of SCST, as he/she/it deems appropriate, in his/her/its sole
discretion, provided that all such purchases and sales are made in compliance
with all applicable securities laws.
6.
This Agreement may be executed in counterparts, each of which shall be deemed
an original and all of which, taken together, shall constitute but one and the
same instrument, which may be sufficiently evidenced by one counterpart.
7.
In the event of any dispute arising out of the provisions of this Agreement,
the parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
8.
Any party hereto may terminate his/her/its obligations under this agreement
at any time on 24 hours written notice to all other parties, with a copy
by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9.
Each party acknowledges that Olshan shall act as counsel for both the Group
and Starboard.
CUSIP No. 81111T102 | 13D |
Page 38 of 59 Pages |
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first above written.
RAMIUS CAPITAL GROUP, LLC | RCG AMBROSE MASTER FUND, LTD. | |||
By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC, | |
as Managing Member | its Investment Advisor | |||
By: | /s/ Morgan B. Stark | By: | C4S & Co., L.L.C., | |
its Managing Member | ||||
Name: Morgan B. Stark | ||||
Title: Managing Member | ||||
By: | /s/ Morgan B. Stark | |||
Name: Morgan B. Stark | ||||
Title: Managing Member | ||||
RCG HALIFAX FUND, LTD. | RAMIUS MASTER FUND, LTD | |||
By: | Ramius Capital Group, LLC, | By: | Ramius Advisors, LLC, | |
its Investment Advisor | its Investment Advisor | |||
By: | C4S & Co., L.L.C., | By: | Ramius Capital Group, LLC | |
its Managing Member | its Managing Member | |||
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Managing Member | Title: Managing Member | |||
C4S & CO., L.L.C. | MORGAN B. STARK | |||
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Individually and as attorney-in-fact for Peter A. | |||
Title: Managing Member | Cohen, Jeffrey M. Solomon and Thomas W. Strauss | |||
STARBOARD VALUE & OPPORTUNITY | PARCHE, LLC | |||
MASTER FUND LTD. | By: Admiral Advisors, LLC, its managing member | |||
By: | /s/ Morgan B. Stark | By: | By: /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Authorized Signatory | Title: Authorized Signatory | |||
CUSIP No. 81111T102 | 13D |
Page 39 of 59 Pages |
ADMIRAL ADVISORS, LLC | RAMIUS ADVISORS, LLC | |||
By: | Ramius Capital Group, LLC, its managing member | By: | By: Ramius Capital Group, LLC, its managing member | |
By: | /s/ Morgan B. Stark | By: | /s/ Morgan B. Stark | |
Name: Morgan B. Stark | Name: Morgan B. Stark | |||
Title: Authorized Signatory | Title: Authorized Signatory | |||
/s/ Jeffrey C. Smith | ||||
JEFFREY C. SMITH | ||||
/s/ Jerrey C. Ward | ||||
JEFFREY C. WARD |
CUSIP No. 81111T102 | 13D |
Page 40 of 59 Pages |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
December 10, 2005
BY
E-MAIL, FACSIMILE AND EXPRESS MAIL
SCS
Transportation, Inc.
4435 Main Street, Suite 930
Kansas City, MO 64111
Attn: Corporate Secretary
Re: |
Notice of Nomination for Election as Directors at the 2006 Annual Meeting
of Stockholders of SCS Transportation, Inc. |
Dear
Sir:
This
letter is intended to serve as notice to SCS Transportation, Inc. (SCST)
as to the nomination by Starboard Value and Opportunity Master Fund Ltd., an
exempted company organized under the laws of the Cayman Islands (Starboard),
of two (2) nominees for election to the Board of Directors of SCST (the SCST
Board) at the 2006 annual meeting of stockholders of SCST, or any other
meeting of stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the 2006 Annual Meeting).
This
letter and all Exhibits attached hereto are collectively referred to as the
Notice. Starboard is the beneficial owner of 348,627 shares of common
stock, $.001 par value per share (the Common Stock), of SCST, 1,000
shares of which are held of record. Through this Notice, Starboard hereby nominates
and notifies you of its intent to nominate Jeffrey Ward and Jeffrey C. Smith
as nominees (the Nominees) to be elected to the SCST Board at the
2006 Annual Meeting. Starboard believes that the terms of two (2) Class I directors
currently serving on the SCST Board expire at the 2006 Annual Meeting. To the
extent there are in excess of two (2) vacancies on the SCST Board to be filled
by election at the 2006 Annual Meeting or SCST increases the size of the SCST
Board above its existing size, Starboard reserves the right to nominate additional
nominees to be elected to the SCST Board at the 2006 Annual Meeting. Additional
nominations made pursuant to the preceding sentence are without prejudice to
the position of Starboard that any attempt to increase the size of the current
SCST Board or to reconstitute or reconfigure the classes on which the current
directors serve constitutes an unlawful manipulation of SCSTs corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of either of the
Nominees at the 2006 Annual Meeting, or if any individual Nominee shall be unable
to serve for any reason, this Notice shall continue to be effective with respect
to the remaining Nominee and as to any replacement Nominee(s) selected by Starboard.
Below please find information required by Regulation 14A of the Securities Exchange
Act of 1934, as amended (the Exchange Act) and other information
concerning the Nominees.
Jeffrey
C. Ward (Age 47) is a Vice President at A.T. Kearney, Inc., a global management
consulting firm, where he is responsible for consulting assignments with a focus
on the North American freight market. He has been employed by A.T. Kearney,
Inc. since August
CUSIP No. 81111T102 | 13D |
Page 41 of 59 Pages |
1991.
His areas of expertise include corporate and marketing strategy, post merger
integration, restructuring and privatization, network operations, mergers and
acquisitions and operations effectiveness. Prior to joining A.T. Kearney, Inc.,
Mr. Ward served in a variety of positions at a family-owned interstate less-than-truckload
company, from 1980 until 1987. Mr. Ward received a Masters in Business Administration
in Finance from The Wharton School, University of Pennsylvania, a Masters in
Transportation from University of Pennsylvania, and a B.S. in History from Columbia
College, Columbia University. The principal business address of Mr. Ward is
c/o A.T. Kearney, Inc., 333 John Carlyle Street, Alexandria, Virginia 22314.
As of the date hereof, Mr. Ward does not own any securities of SCST nor has
he made any purchases or sales of any securities of SCST during the past two
years.
Jeffrey
C. Smith (Age 33) is a Managing Director in the Private Investments Department
at Ramius Capital Group, LLC (Ramius Capital), an investment management
firm, where he is responsible for identifying, analyzing and structuring potential
investments for Ramius Capital and the funds it manages. He has been employed
by Ramius Capital since January 1998. Prior to joining Ramius Capital, he served
as Vice President of Strategic Development and Investor Relations for The Fresh
Juice Company, Inc. (NASD:FRSH), a manufacturer and distributor of fresh squeezed
and frozen fresh squeezed citrus juices and other non-carbonated beverages,
from February 1996 until January 1998. From August 1994 until February 1996,
Mr. Smith was a financial analyst in the Mergers and Acquisitions Department
at LSG Advisors, a division of Societe General Securities Corporation (now SG
Cowen & Co., LLC). Mr. Smith served on the Board of Directors of The Fresh Juice
Company, Inc. from April 1996 until February 1999 and Jotter Technologies, Inc.,
an Internet infomediary company from January 2000 to September 2000. Mr. Smith
is a General Securities Registered Representative. Mr. Smith received a B.S.
in Economics with concentrations in finance and accounting from the Wharton
School of The University of Pennsylvania. The principal business address of
Mr. Smith is c/o Ramius Capital Group, LLC, 666 Third Avenue, 26th Floor, New
York, New York 10017. As of the date hereof, Ramius Capital may be deemed to
beneficially own 587,838 shares of Common Stock of SCST. As of the date hereof,
Mr. Smith does not own any securities of SCST nor has he made any purchases
and sales of any securities of SCST during the past two years. For information
regarding purchases and sales during the past two years by Starboard and its
affiliates in securities of SCST, please see Exhibit A.
Other
than as stated above, there are no arrangements or understandings between Starboard
and each Nominee or any other person or persons pursuant to which the nominations
described herein are to be made, other than the consents by the Nominees to
be named as a nominee in this Notice, to be named as a nominee in any proxy
statement filed by Starboard in connection with the solicitation of SCST stockholders
and to serve as a director of SCST, if so elected. Such consents are attached
hereto as Exhibit B.
Except
as set forth in this Notice (including the Exhibits hereto), (i) during the
past 10 years, no Nominee has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly
beneficially owns any securities of SCST; (iii) no Nominee owns any securities
of SCST which are owned of record but not beneficially; (iv) no Nominee has
purchased or sold any securities of SCST during the past two years; (v) no part
of the purchase price or market value of the securities of SCST owned by any
Nominee is represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding such securities; (vi) no Nominee is, or within the past
year was, a party to any contract,
CUSIP No. 81111T102 | 13D |
Page 42 of 59 Pages |
arrangements
or understandings with any person with respect to any securities of SCST, including,
but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies; (vii) no associate of any Nominee owns
beneficially, directly or indirectly, any securities of SCST; (viii) no Nominee
owns beneficially, directly or indirectly, any securities of any parent or subsidiary
of SCST; (ix) no Nominee or any of his associates was a party to any transaction,
or series of similar transactions, since the beginning of SCSTs last fiscal
year, or is a party to any currently proposed transaction, or series of similar
transactions, to which SCST or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $60,000; (x) no Nominee or any of his associates
has any arrangement or understanding with any person with respect to any future
employment by SCST or its affiliates, or with respect to any future transactions
to which SCST or any of its affiliates will or may be a party; and (xi) no Nominee
has a substantial interest, direct or indirect, by securities holdings or otherwise
in any matter to be acted on at the 2006 Annual Meeting.
The
information concerning the stockholder giving the Notice required by Article
II, Section 2.07 of the Bylaws is set forth below:
The
name and address, as believed to appear on SCSTs books, of the stockholder
giving the Notice is as follows:
Starboard
Value & Opportunity Master Fund Ltd USA
c/o Admiral Advisors, LLC
666 Third Avenue, 26th Floor
New York, NY 10017-3066
The
class and number of shares of Common Stock which are owned beneficially and
of record by Starboard is as follows:
Starboard
hereby represents that it is the record holder of 1,000 shares of Common Stock
and the beneficial owner of 348,627 shares of Common Stock of SCST.
Representations
by the stockholder of record and beneficial owner:
Starboard
hereby represents that it is a holder of record of Common Stock entitled to
vote at the 2006 Annual Meeting and that a representative of Starboard intends
to appear in person or by proxy at the 2006 Annual Meeting to nominate the persons
specified in this Notice for election to the SCST Board. Starboard hereby further
represents that it intends, with its affiliates, to deliver a proxy statement
and form of proxy to holders of at least the percentage of SCSTs outstanding
capital stock required to elect the Nominees and to solicit proxies from stockholders
in support of such nomination.
Please
address any correspondence to Starboard Value and Opportunity Master Fund Ltd.,
Attention: Owen S. Littman, telephone (212) 201-4841, facsimile (212) 845-7997
(with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP,
Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention:
Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The
giving of this Notice is not an admission that any purported procedures for
notice concerning the nomination of directors to the Board are legal, valid
or binding, and Starboard reserves the right to challenge their validity.
CUSIP No. 81111T102 | 13D |
Page 43 of 59 Pages |
Very truly yours, | ||
STARBOARD VALUE AND | ||
OPPORTUNITY MASTER FUND LTD. | ||
By: | /s/ Jeffrey C. Smith | |
Name: Jeffrey C. Smith | ||
Title: Authorized Signatory |
CUSIP No. 81111T102 | 13D |
Page 44 of 59 Pages |
EXHIBIT
A |
||
TRANSACTIONS
IN SECURITIES OF SCST DURING THE PAST TWO YEARS |
Except as
otherwise specified, all purchases and sales were made in the open market.
Class
of Security |
Quantity Purchased/(Sold) |
Price
Per Unit ($) |
Date
of Purchase/Sale |
|||
I. Starboard Value and Opportunity Master Fund Ltd. | ||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
137,5371
26,460 40,740 42,000 5,040 (6,901) (17,640) (1,656) (2,520) 21,000 6,384 39,816 10,823 16,044 18,480 12,600 |
15.7100 15.6275 16.5476 18.0248 17.8917 19.9809 20.0000 21.0120 21.0000 20.1237 19.9906 20.1900 19.3699 20.1876 20.7607 21.3645 |
10/01/05
10/21/05 10/24/05 10/27/05 10/28/05 10/31/05 10/31/05 11/02/05 11/02/05 11/28/05 11/29/05 11/29/05 11/30/05 12/05/05 12/06/05 12/07/05 |
|||
II. Affiliates of Starboard Value and Opportunity Master Fund Ltd. | ||||||
RCG
Halifax Fund, Ltd |
||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
6,500 2,600 6,500 3,900 142 343 1,534 |
16.0051 16.0450 16.3500 16.3533 16.8853 17.2201 17.4691 |
7/07/05
7/08/05 7/11/05 7/11/05 7/14/05 7/15/05 7/19/05 |
1 Represents a
transfer of shares from Starboard Value & Opportunity Fund, LLC
CUSIP No. 81111T102 | 13D |
Page 45 of 59 Pages |
Class
of Security |
Quantity Purchased/(Sold) |
Price
Per Unit ($) |
Date
of Purchase/Sale |
|||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
2,376 898 5,750 1,560 390 390 (460) (6,500) (1,820) (712) (171) (260) |
17.9963 17.4001 17.4004 17.5868 18.4557 18.1600 16.8168 15.0966 20.0000 19.9809 21.0120 21.0000 |
7/20/05 7/21/05 7/22/05 7/25/05 7/28/05 7/29/05 8/24/05 9/21/05 10/31/05 10/31/05 11/02/05 11/02/05 |
|||
Parche,
LLC2 |
||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
800 800 1,152 704 4,544 8,500 3,400 8,500 5,100 864 7,136 229 116 282 554 852 3,523 1,950 |
18.9864 19.3454 19.1600 19.2789 19.5696 16.0051 16.0450 16.3500 16.3533 16.7425 16.5132 16.8853 16.8858 17.2199 17.2201 17.4690 17.4691 17.9963 |
6/01/05 6/02/05 6/03/05 6/06/05 6/07/05 7/07/05 7/08/05 7/11/05 7/11/05 7/12/05 7/13/05 7/14/05 7/14/05 7/15/05 7/15/05 7/19/05 7/19/05 7/20/05 |
|||
2
The shares reported as owned by Parche, LLC were acquired in private transactions
on December 9, 2005 with various transferors for which Ramius Capital Group,
LLC or an affiliate serves as the investment manager, the managing member or
the managing member of the investment manager. The information relating to date
of purchase/sale represents the dates that the securities of SCST were acquired
by such transferors.
CUSIP No. 81111T102 | 13D |
Page 46 of 59 Pages |
Class
of Security |
Quantity Purchased/(Sold) |
Price
Per Unit ($) |
Date
of Purchase/Sale |
|||
Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
3,839 736 1,450 9,289 4,718 1,280 2,520 320 630 320 630 (378) (708) (9,500) 5,040 7,760 8,000 960 (2,660) (1,040) (3,360) (1,314) (380) (250) (316) (480) 4,000 7,584 1,216 2,061 3,056 3,520 2,400 |
17.9963 17.4000 17.4001 17.4004 17.4004 17.5868 17.5868 18.4555 18.4557 18.1600 18.1600 16.8168 16.8168 15.0966 15.6275 16.5476 18.0248 17.8917 20.0000 19.9809 20.0000 19.9809 21.0000 21.0120 21.0120 21.0000 20.1237 20.1900 19.9906 19.3699 20.1876 20.7607 21.3645 |
7/20/05 7/21/05 7/21/05 7/22/05 7/22/05 7/25/05 7/25/05 7/28/05 7/28/05 7/29/05 7/29/05 8/24/05 8/24/05 9/21/05 10/21/05 10/24/05 10/27/05 10/28/05 10/31/05 10/31/05 10/31/05 10/31/05 11/02/05 11/02/05 11/02/05 11/02/05 11/28/05 11/29/05 11/29/05 11/30/05 12/05/05 12/06/05 12/07/05 |
CUSIP No. 81111T102 | 13D |
Page 47 of 59 Pages |
Class
of Security |
Quantity Purchased/(Sold) |
Price
Per Unit ($) |
Date
of Purchase/Sale |
|||
RCG
Ambrose Master Fund, Ltd |
||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
28,500 11,400 17,100 28,500 577 1,400 1,849 9,689 3,658 23,445 6,360 1,590 1,590 (1,912) (103,634)3 (6,500) (1,820) (712) (171) (260) |
16.0051 16.0450 16.3533 16.3500 16.8853 17.2201 17.4691 17.9963 17.4001 17.4004 17.5868 18.4557 18.1600 16.8168 16.0501 15.0966 20.0000 19.9809 21.0120 21.0000 |
7/07/05 7/08/05 7/11/05 7/11/05 7/14/05 7/15/05 7/19/05 7/20/05 7/21/05 7/22/05 7/25/05 7/28/05 7/29/05 8/24/05 9/01/05 9/21/05 10/31/05 10/31/05 11/02/05 11/02/05 |
|||
Starboard
Value and Opportunity Fund, LLC |
||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
4,200 4,200 6,048 3,696 23,856 4,535 37,465 611 1,478 4,474 |
18.9864 19.3454 19.1600 19.2789 19.5696 16.7425 16.5132 16.8858 17.2199 17.4690 |
6/01/05 6/02/05 6/03/05 6/06/05 6/07/05 7/12/05 7/13/05 7/14/05 7/15/05 7/19/05 |
3 Shares
transferred to Ramius Master Fund, Ltd
CUSIP No. 81111T102 | 13D |
Page 48 of 59 Pages |
Class
of Security |
Quantity Purchased/(Sold) |
Price
Per Unit ($) |
Date
of Purchase/Sale |
|||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
10,237 3,867 24,772 6,720 1,680 1,680 (1982) (137,537)4 |
17.9963 17.4000 17.4004 17.5868 18.4555 18.1600 16.8168 15.7100 |
7/20/05 7/21/05 7/22/05 7/25/05 7/28/05 7/29/05 8/24/05 10/01/05 |
|||
Ramius
Master Fund, Ltd |
||||||
Common
Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock |
6,500 2,600 3,900 6,500 142 343 1,084 2,376 898 5,750 1,560 390 390 (460) 103,6345 (27,500) (7,700) (3,012) (722) (1,100) |
16.0051 16.0450 16.3533 16.3500 16.8853 17.2201 17.4691 17.9963 17.4001 17.4004 17.5868 18.4557 18.1600 16.8168 16.0501 15.0966 20.0000 19.9809 21.0120 21.0000 |
7/07/05 7/08/05 7/11/05 7/11/05 7/14/05 7/15/05 7/19/05 7/20/05 7/21/05 7/22/05 7/25/05 7/28/05 7/29/05 8/24/05 9/01/05 9/21/05 10/31/05 10/31/05 11/02/05 11/02/05 |
4 Shares transferred to Starboard Value and Opportunity Master Fund Ltd.
5 Represents a transfer of Shares from RCG Ambrose Master Fund, Ltd
CUSIP No. 81111T102 | 13D |
Page 49 of 59 Pages |
III.
NOMINEES
Jeffrey C. Ward
None
Jeffrey C. Smith
None
CUSIP No. 81111T102 | 13D |
Page 50 of 59 Pages |
EXHIBIT B
NOMINEE CONSENTS
CUSIP No. 81111T102 | 13D |
Page 51 of 59 Pages |
JEFFREY
C. WARD
c/o A.T. Kearney, Inc.
333 John Carlyle Street
Alexandria, Virginia 22314
December 8, 2005
SCS
Transportation, Inc. 4435 Main Street, Suite 930 Kansas City, MO 64111 Attn:
Corporate Secretary
Dear
Sir:
You
are hereby notified that the undersigned consents to (i) being named as a nominee
in the notice provided by Starboard Value and Opportunity Master Fund Ltd. (Starboard)
of its intention to nominate the undersigned as a director of SCS Transportation,
Inc. (SCST) at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the Annual Meeting), (ii)
being named as a nominee in any proxy statement filed by Starboard in connection
with the solicitation of proxies or written consents for election of the undersigned
at the Annual Meeting, and (iii) serving as a director of SCST if elected at
the Annual Meeting.
Very truly yours, | |
/s/ Jeffrey C. Ward | |
Jeffrey C. Ward |
CUSIP No. 81111T102 | 13D |
Page 52 of 59 Pages |
JEFFREY
C. SMITH
c/o Ramius Capital Group, LLC
666 Third Avenue, 26th Floor
New York, New York 10017
December 8, 2005
SCS
Transportation, Inc.
4435 Main Street, Suite 930
Kansas City, MO 64111
Attn: Corporate Secretary
Dear
Sir:
You
are hereby notified that the undersigned consents to (i) being named as a nominee
in the notice provided by Starboard Value and Opportunity Master Fund Ltd. (Starboard)
of its intention to nominate the undersigned as a director of SCS Transportation,
Inc. (SCST) at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the Annual Meeting), (ii)
being named as a nominee in any proxy statement filed by Starboard in connection
with the solicitation of proxies or written consents for election of the undersigned
at the Annual Meeting, and (iii) serving as a director of SCST if elected at
the Annual Meeting.
Very truly yours, | |
/s/ Jeffrey C. Smith | |
Jeffrey C. Smith |
CUSIP No. 81111T102 | 13D |
Page 53 of 59 Pages |
Starboard Value and Opportunity Master Fund
January
12, 2006
Mr.
Herbert A. Trucksess III
Chairman and CEO SCS Transportation, Inc.
4435 Main Street, Suite 930
Kansas City, MO 64111
CC:
Board of Directors
Dear
Bert,
As we
have discussed in several meetings and on numerous conference calls, we believe
SCS Transportation (SCST or the Company) is significantly
undervalued. As a 5.7% owner, and one of the largest shareholders of SCST, we
are concerned that the Board of Directors has not taken appropriate action to
enhance shareholder value. In particular, we believe Saia represents a tremendous
opportunity to build a best-in-class less-than-truckload (LTL) carrier
and deserves the full attention of management and the Board of Directors. Jevic
on the other hand, is not only non-core to SCST, but also is a distraction to
the management team. Furthermore, we firmly believe that Jevic hinders the value
of SCST in the market, and that the Company should immediately pursue a competitive
sale process for Jevic.
Over
the past several years, Saia has demonstrated improvements in tonnage, yields,
and operating costs driving higher revenues and improving operating ratios.
As demonstrated in the chart below, Saias revenue has grown by approximately
95% from $367 million in 2000 to $717 million in the last twelve months, and
the operating ratio has improved from 95.5% in 2000 to 93.7% in the last twelve
months. This represents a 14.4% revenue compound annual growth rate (CAGR)
and a 177 basis point improvement in operating ratio. Our industry intelligence
and analysis shows that the value proposition Saia offers its customers is excellent,
service levels are outstanding, and incremental opportunities exist to build
out the geographic coverage while increasing density within its core markets
through both internal expansion and select tuck-in acquisitions. Saia, in our
opinion, could achieve a level of growth and profitability on par with, if not
greater than, many of its LTL competitors and, therefore, deserves the full
and undistracted attention of management and the Board.
CUSIP No. 81111T102 | 13D |
Page 54 of 59 Pages |
Conversely, Jevic has underperformed expectations while proving difficult to forecast and manage. The following chart shows that although revenue at Jevic has grown from $307 million in 2000 to $344 million in the last twelve months, the associated operating ratio has deteriorated from 95.3% to 99.1% resulting in a significant decrease in operating income from $14.3 million to $3.0 million. This represents a 2.3% revenue CAGR and a 377 basis point deterioration in operating ratio.
The issues
related to Jevic are time consuming and take away critical focus by management and the
Board from the core asset, Saia. The Board cannot allow this to continue.
Moreover,
management has been given ample opportunity to fix Jevic and has not yet been
successful. As demonstrated in Exhibit A attached hereto, at the end of 2003, management
began targeting an 18 24 month time frame for Jevic to reach a 95% operating
ratio. This originally implied a target date of September 30, 2005. As you are aware,
the timetable for Jevic to attain these goals has repeatedly slipped. In the last
quarters conference call, the target date was pushed out to September 30, 2007.
The latest target date is two years from the initial target date, and almost four years
from when management determined the need for added focus on Jevic by setting a timetable.
In addition,
your goal of a 95% operating ratio for Jevic to earn its cost of capital is an
inadequate target. It is unacceptable to ask the shareholders to wait an additional two
years to achieve this modest goal. Given your continued inability to improve the
performance towards such a modest goal, we have concluded that shareholders are better
off selling Jevic today. We believe a new owner is better equipped to fix the business
and would pay for that opportunity.
CUSIP No. 81111T102 | 13D |
Page 55 of 59 Pages |
From a
valuation perspective, we feel that a sale of Jevic will significantly enhance
shareholder value by bringing in additional cash resources to the Company while removing
the negative stigma and distraction associated with its continued underperformance.
Given both our analysis of the current market conditions and the significant interest
from financial and strategic buyers for transportation-related assets, we believe that
Jevic can be sold now for a value in the range of $66 million to $109 million. Industry
experts indicated to us that trucking assets that are not burning cash and are current
in their capital expenditure upgrades rarely trade for less than 1.0x tangible book
value. Additionally, we spoke to several financial buyers who know the asset and said
that they would be interested in exploring a purchase of Jevic for a value between 4.0x
and 7.0x EBITDA. Our estimated value represents 0.75x to 1.25x our estimate of tangible
book value which coincides with 3.9x to 6.6x LTM EBITDA. Based on these assumptions, a
sale of Jevic could produce between $4.53 and $7.55 per share of additional cash that
could either be redeployed at Saia or returned to shareholders. We believe the value of
Jevic realized in an open and competitive process with both financial and strategic
buyers could be even higher than under our assumptions. Additionally, a sale of Jevic
could result in a reduction of corporate overhead and possibly produce a tax benefit.
As you are
aware, we believe that as a standalone pure-play LTL carrier, Saia would command a
valuation multiple approaching the levels of other non-union LTL carriers shown below,
which is materially above the current SCST valuation.
With the
execution of the aforementioned changes, our analysis below demonstrates that SCST
shares could be valued in a range of $29.00 per share to $39.00 per share.
CUSIP No. 81111T102 | 13D |
Page 56 of 59 Pages |
In the
intermediate term, we feel that a management team fully focused on Saia should enable it
to achieve operating metrics on par with the industry bellwether, Old Dominion.
In our
discussions you stated that if you can somehow attain your goals at Jevic, you may be
able to sell Jevic for a premium to current fair value at some point in the future.
However, as we pointed out to you, our feeling is that buyers today, in a competitive
sale process, will assign an appropriate value to the potential operating improvement
and will therefore pay a premium multiple narrowing the gap between value today and the
potential speculative value at some undefined point in the future. In making the right
decision, we urge you to examine three key questions:
1) | How do you compare the return on invested capital of maintaining your ownership of Jevic versus selling Jevic and reinvesting the proceeds into Saia or returning cash to shareholders? |
2) | What is the opportunity cost of time spent by senior management and the Board on Jevic versus the additional time that could be spent focused on Saia? |
3) | Can you achieve all or only a portion of the improvement in operating ratio at Jevic and what are the risks associated with this effort? |
We believe
Jevic is a distraction and has impaired shareholder value. As you know, the
opportunities available to Saia to operate as a standalone entity are extremely
attractive.
In accordance
with our nomination letter, we intend to solicit votes for Jeffrey C. Ward, a well
regarded transportation expert, and Jeffrey C. Smith, a Managing Director of Ramius
Capital Group, LLC, an affiliate of Starboard, as candidates for the election to the
SCST Board of
CUSIP No. 81111T102 | 13D |
Page 57 of 59 Pages |
Directors at
the 2006 Annual Meeting. Our nominees to the SCST Board look forward to representing the
best interests of all shareholders.
We look forward to continuing our discussions and we are confident that the best interests of all shareholders will remain of paramount importance.
Best Regards, | ||
By: | /s/ Jeffrey C. Smith | |
Jeffrey C. Smith | ||
Starboard Value and Opportunity Master Fund |
CUSIP No. 81111T102 | 13D |
Page 58 of 59 Pages |
CUSIP No. 81111T102 | 13D |
Page 59 of 59 Pages |
POWER OF ATTORNEY
The
undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to
execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any amendments thereto and any related documentation which may be required to be
filed in his individual capacity as a result of the undersigned's beneficial ownership
of, or participation in a group with respect to, securities directly or indirectly
beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting
unto said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing which he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to be done
by virtue hereof. The authority of Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss
and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue
with respect to the undersigned until the undersigned is no longer required to file
Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
Date:
March 11, 2005
/s/ Peter A. Cohen | ||
Peter A. Cohen | ||
/s/ Morgan B. Stark | ||
Morgan B. Stark | ||
/s/ Jeffrey M. Solomon | ||
Jeffrey M. Solomon | ||
/s/ Thomas W. Strauss | ||
Thomas W. Strauss | ||