sec document
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. 3)(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)
March 2, 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 /_/.
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 37 Pages)
--------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 623,326
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
623,326
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,326
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 3 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 249,636
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
249,636
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,636
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 4 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 87,043
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
87,043
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,043
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
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 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 79,589
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
79,589
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,589
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
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 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 390,069
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
390,069
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,069
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 7 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 872,962
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
872,962
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,962
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 8 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 390,069
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
390,069
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,069
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 9 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,429,663
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,429,663
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 10 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,429,663
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,429,663
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 11 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,429,663
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,429,663
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 12 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,429,663
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,429,663
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 13 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,429,663
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,429,663
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 14 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,429,663
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,429,663
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,663
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 81111T102 13D Page 15 of 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 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* |_|
--------------------------------------------------------------------------------
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 37 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) |X|
(b) |_|
--------------------------------------------------------------------------------
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) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,000
OWNED BY EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
- 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* |_|
--------------------------------------------------------------------------------
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 37 Pages
---------------------- ----------------------
The following constitutes Amendment No. 3 ("Amendment No. 3") to the
Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule
13D as specifically set forth.
Item 2 is hereby amended to add the following:
In connection with the Settlement Agreement described and defined in
Item 4, Starboard withdrew its nominations of Jeffrey C. Smith and Jeffrey C.
Ward for election at the 2006 Annual Meeting (the "Annual Meeting"). Pursuant to
the Settlement Agreement, the Issuer agreed to increase the size of the Issuer's
Board of Directors by one and to fill the newly-created seat by appointing Mr.
Ward to the Board of Directors. The Issuer also agreed to include Mr. Ward in
the Issuer's proxy statement for the Annual Meeting and to recommend his
election and to solicit proxies on his behalf in the same manner as for the
Issuer's other nominees for election at the Annual Meeting. Accordingly, Mr.
Smith and Mr. Ward are no longer members of the Section 13(d) group and shall
cease to be Reporting Persons immediately after the filing of this Statement.
The remaining Reporting Persons will continue filing as a group statements on
Schedule 13D with respect to their beneficial ownership of securities of the
Issuer to the extent required by applicable law.
Item 4 is hereby amended to add the following:
On March 2, 2006, the Reporting Persons and the Issuer (together, the
"Parties") entered into a Settlement Agreement (the "Settlement Agreement"), a
copy of which is attached hereto as Exhibit 5 and is incorporated herein by
reference. Pursuant to the Settlement Agreement, the Reporting Persons agreed to
withdraw Mr. Smith and Mr. Ward as nominees for election at the Annual Meeting
and to cause all Shares beneficially owned by the Reporting Persons to be voted
(i) in favor of the election of the persons nominated by the Board of Directors
to stand for election at the Annual Meeting, including Mr. Ward, and (ii) in
accordance with the recommendation of the Board of Directors on any other items
of business to come before the Annual Meeting. The Issuer agreed that no later
than two days after the execution of the Settlement Agreement it shall increase
the size of the Board of Directors by one and fill the newly-created seat by
appointing Mr. Ward to the Board of Directors. The Issuer further agreed that it
shall (i) include Mr. Ward in the proxy statement as a nominee for election to
the Issuer's Board of Directors, (ii) recommend Mr. Ward's election to the Board
of Directors and (iii) solicit proxies for Mr. Ward's election in the same
manner as for all other nominees of the Issuer for election at the Annual
Meeting. The Parties also agreed that if the Board of Directors of the Issuer
establishes a committee to evaluate potential strategic alternatives, such
committee shall consist of no more than four members and shall include Mr. Ward.
The Reporting Persons agreed that during the period commencing on the date of
the Settlement Agreement and terminating at the close of the Annual Meeting (the
"Standstill Period") they will not, without the prior written consent of the
Board of Directors, (i) engage, or in any way participate, directly or
indirectly, in any solicitation of proxies or consents, (ii) seek to advise,
encourage or influence any person with respect to the voting of any Shares,
(iii) initiate, propose or otherwise solicit stockholders of the Issuer for the
approval of stockholder proposals whether made pursuant to Rule 14a-8 or Rule
14a-4 under the Exchange Act or otherwise or (iv) otherwise communicate with the
stockholders of the Issuer pursuant to Rule 14a-1(1)(2)(iv) under the Exchange
Act. The Reporting Persons further agreed that during the Standstill Period they
will not (i) form, join or in any way participate in any group with respect to
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CUSIP No. 81111T102 13D Page 18 of 37 Pages
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Shares (other than a group that consists of all or some of the Reporting
Persons), (ii) deposit any Shares in any voting trust or subject any Shares to
any arrangement or agreement with respect to the voting of any Shares (except as
set forth in the Settlement Agreement), (iii) otherwise act, alone or in concert
with others, to control or seek to control or influence or seek to influence the
management of the Issuer, the Board of Directors or policies of the Issuer
(except as otherwise permitted in the Settlement Agreement), (iv) make any
proposal or enter into any discussion regarding any of the foregoing, or make
any proposal, statement or inquiry, or disclose any intention, plan or
arrangement inconsistent with the foregoing, or make or disclose any request to
amend, waive or terminate any provision of the Settlement Agreement, (v) have
any discussions or communications, or enter into any arrangements, understanding
or agreements with, or advise, finance, assist or encourage any other person in
connection with the foregoing, or make any investment in or enter into any
arrangement with any person that engages in any of the foregoing or (vi) take or
cause or induce others to take any action inconsistent with any of the
foregoing. The Settlement Agreement also includes a mutual release of claims
between the Reporting Persons and the Issuer. In accordance with the Settlement
Agreement, the Parties issued on March 2, 2006 a press release announcing the
execution of the Settlement Agreement, the form of which is attached hereto as
Exhibit 6 and is incorporated herein by reference.
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named
herein is based upon 14,619,662 Shares outstanding, which is the total number of
Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 17, 2006.
A. Starboard
(a) As of the date of this filing, Starboard beneficially owns 623,326
Shares.
Percentage: Approximately 4.3% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 623,326
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 623,326
4. Shared power to dispose or direct the disposition: 0
(c) Starboard has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
B. Parche
(a) As of the date of this filing, Parche beneficially owns 249,636
Shares.
Percentage: Approximately 1.7% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 249,636
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CUSIP No. 81111T102 13D Page 19 of 37 Pages
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 249,636
4. Shared power to dispose or direct the disposition: 0
(c) Parche has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
C. RCG Ambrose
(a) As of the date of this filing, RCG Ambrose beneficially owns 87,043
Shares.
Percentage: Less than 1% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 87,043
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 87,043
4. Shared power to dispose or direct the disposition: 0
(c) RCG Ambrose has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
D. RCG Halifax
(a) As of the date of this filing, RCG Halifax beneficially owns 79,589
Shares.
Percentage: Less than 1% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 79,589
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 79,589
4. Shared power to dispose or direct the disposition: 0
(c) RCG Halifax has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
E. Ramius Master
(a) As of the date of this filing, Ramius Master beneficially owns 390,069
Shares.
Percentage: Approximately 2.7% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 390,069
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 390,069
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Master has not acquired any additional Shares since the filing
of Amendment No. 2 to Schedule 13D.
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CUSIP No. 81111T102 13D Page 20 of 37 Pages
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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) 623,326 Shares owned by Starboard and (ii) 249,636
Shares owned by Parche.
Percentage: Approximately 6.0% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 872,962
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 872,962
4. Shared power to dispose or direct the disposition: 0
(c) Admiral Advisors has not acquired any additional Shares since the
filing of Amendment No. 2 to Schedule 13D.
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 390,069 Shares
owned by Ramius Master.
Percentage: Approximately 2.7% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 390,069
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 390,069
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Advisors has not acquired any additional Shares since the
filing of Amendment No. 2 to Schedule 13D.
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 Halifax and RCG Ambrose, Ramius Capital may be deemed
the beneficial owner of (i) 623,326 shares owned by Starboard, (ii) 249,636
Shares owned by Parche, (iii) 87,043 Shares owned by RCG Ambrose, (iv) 79,589
Shares owned by RCG Halifax and (v) 390,069 Shares owned by Ramius Master.
Percentage: Approximately 9.8% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,429,663
2. Shared power to vote or direct vote: 0
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CUSIP No. 81111T102 13D Page 21 of 37 Pages
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3. Sole power to dispose or direct the disposition: 1,429,663
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Capital has not acquired any additional Shares since the filing
of Amendment No. 2 to Schedule 13D.
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) 623,326 Shares owned by
Starboard, (ii) 249,636 Shares owned by Parche, (iii) 87,043 Shares owned by RCG
Ambrose, (iv) 79,589 Shares owned by RCG Halifax, and (v) 390,069 Shares owned
by Ramius Master.
Percentage: Approximately 9.8% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,429,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,429,663
4. Shared power to dispose or direct the disposition: 0
(c) C4S has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
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) 623,326 Shares owned by Starboard, (ii) 249,636 Shares owned by
Parche, (iii) 87,043 Shares owned by RCG Ambrose, (iv) 79,589 Shares owned by
RCG Halifax and (v) 390,069 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.
Percentage: Approximately 9.8% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,429,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,429,663
(c) None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon have acquired
any additional Shares since the filing of Amendment No. 2 to Schedule 13D.
K. Mr. Smith
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CUSIP No. 81111T102 13D Page 22 of 37 Pages
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(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) Mr. Ward has not acquired any additional Shares since the filing of
Amendment No. 2 to Schedule 13D.
(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.
(e) Not applicable.
Item 6 is hereby amended to add the following:
Reference is made to the Settlement Agreement defined and described in
Item 4.
Item 7 is hereby amended to add the following exhibits:
5. Settlement Agreement among Starboard Value & Opportunity Master
Fund Ltd.; Parche, LLC; RCG Ambrose Master Fund, Ltd.; RCG
Halifax Fund, Ltd.; Ramius Master Fund, Ltd.; Admiral Advisors,
LLC; Ramius Advisors, LLC; Ramius Capital Group, LLC; C4S & Co.,
LLC; Peter A. Cohen; Morgan B. Stark; Jeffrey M. Solomon; Thomas
W. Strauss; Jeffrey C. Smith; and Jeffrey C. Ward, and SCS
Transportation, Inc., dated March 2, 2006.
6. Press release, dated March 2, 2006.
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CUSIP No. 81111T102 13D Page 23 of 37 Pages
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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: March 6, 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/ Jeffrey M. Solomon By: C4S & Co., L.L.C.,
------------------------------ its Managing Member
Name: Jeffrey M. Solomon
Title: Managing Member By: /s/ Jeffrey M. Solomon
------------------------------
Name: Jeffrey M. Solomon
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/ Jeffrey M. Solomon By: /s/ Jeffrey M. Solomon
------------------------------ -------------------------------
Name: Jeffrey M. Solomon Name: Jeffrey M. Solomon
Title: Managing Member Title: Managing Member
C4S & CO., L.L.C. JEFFREY M. SOLOMON
By: /s/ Jeffrey M. Solomon /s/ Jeffrey M. Solomon
------------------------------ ----------------------------------
Name: Jeffrey M. Solomon Individually and as attorney-in-fact
Title: Managing Member for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss
STARBOARD VALUE & OPPORTUNITY PARCHE, LLC
MASTER FUND LTD. By: Admiral Advisors, LLC, its managing
member
By: /s/ Jeffrey M. Solomon
------------------------------ By: /s/ Jeffrey M. Solomon
Name: Jeffrey M. Solomon ------------------------------
Title: Authorized Signatory Name: Jeffrey M. Solomon
Title: Authorized Signatory
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CUSIP No. 81111T102 13D Page 24 of 37 Pages
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ADMIRAL ADVISORS, LLC RAMIUS ADVISORS, LLC
By: Ramius Capital Group, LLC, its By: Ramius Capital Group, LLC, its
managing member managing member
By: /s/ Jeffrey M. Solomon By: /s/ Jeffrey M. Solomon
------------------------------ ------------------------------
Name: Jeffrey M. Solomon Name: Jeffrey M. Solomon
Title: Authorized Signatory Title: Authorized Signatory
/s/ Jeffrey C. Smith
---------------------------------
JEFFREY C. SMITH
/s/ Jeffrey C. Ward
---------------------------------
JEFFREY C. WARD
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CUSIP No. 81111T102 13D Page 25 of 37 Pages
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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 (previously filed). --
2. Nomination Letter from Starboard to the Issuer, dated
December 10, 2005 (previously filed). --
3. Letter from Starboard to the Chairman and Chief Executive
Officer of the Issuer, dated January 12, 2006 (previously
filed). --
4. Power of Attorney for Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon, dated March 11,
2005 (previously filed). --
5. Settlement Agreement among Starboard Value & Opportunity
Master Fund Ltd.; Parche, LLC; RCG Ambrose Master Fund,
Ltd.; RCG Halifax Fund, Ltd.; Ramius Master Fund, Ltd.;
Admiral Advisors, LLC; Ramius Advisors, LLC; Ramius Capital
Group, LLC; C4S & Co., LLC; Peter A. Cohen; Morgan B. Stark;
Jeffrey M. Solomon; Thomas W. Strauss; Jeffrey C. Smith; and
Jeffrey C. Ward, and SCS Transportation, Inc., dated March 26 to 34
2, 2006.
6. Press release, dated March 2, 2006. 35 to 37
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CUSIP No. 81111T102 13D Page 26 of 37 Pages
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SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT, dated this 2nd day of March, 2006 ("Agreement"),
among Starboard Value & Opportunity Master Fund Ltd. ("Starboard"); Parche, LLC;
RCG Ambrose Master Fund, Ltd.; RCG Halifax Fund, Ltd.; Ramius Master Fund, Ltd.;
Admiral Advisors, LLC; Ramius Advisors, LLC; Ramius Capital Group, LLC; C4S &
Co., LLC; Peter A. Cohen; Morgan B. Stark; Jeffrey M. Solomon; Thomas W.
Strauss; Jeffrey C. Smith; and Jeffrey C. Ward (the foregoing individuals and
entities being collectively referred to herein as the "Starboard Group"), and
SCS Transportation, Inc., a Delaware corporation (the "Company").
WHEREAS, the Starboard Group (i) has publicly stated that it may
solicit proxies for the election of its own opposition slate of nominees (the
"Proxy Solicitation") to the Company's Board of Directors (the "Board"), and
(ii) has taken certain actions in furtherance thereof; and
WHEREAS, the Company and the members of the Starboard Group have
determined that the interests of the Company and its stockholders would be best
served by avoiding the substantial expense, disruption and adverse publicity
that would result from the Proxy Solicitation.
NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, covenants, agreements and conditions
hereinafter set forth, and, intending to be legally bound hereby, the parties
hereby agree as follows:
1. New Director; 2006 Annual Meeting of Stockholders (the "2006
Annual Meeting"); Related Matters.
(a) In accordance with the Company's bylaws, the Company shall
no later than 2 days after the execution of this Agreement increase the
size of the Board of Directors by one and fill the newly-created seat by
appointing Jeffrey C. Ward to the Board. The Persons nominated by the Board
to stand for election to the Board and who are included in the 2006 Proxy
Statement, including Mr. Ward, are referred to herein as the "2006
Nominees." The Company shall include Mr. Ward in the proxy statement as a
nominee for election to the Company's Board at the 2006 Annual Meeting,
shall recommend his election and shall solicit proxies for Mr. Ward's
election in the same manner as all other 2006 Nominees.
(b) The members of the Starboard Group and their Affiliates and
Associates (as such terms are defined in Section 11) shall vote, and shall
cause their respective Affiliates and Associates to vote, all Voting
Securities (as such term is defined in Section 11) which they are entitled
to vote at the 2006 Annual Meeting (i) in favor of the election of each of
the 2006 Nominees, and (ii) in accordance with the recommendation of the
Board of Directors on any other items of business to come before such
meeting as described in Section 1(e) below.
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CUSIP No. 81111T102 13D Page 27 of 37 Pages
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(c) In connection with the evaluation of potential strategic
alternatives that has been undertaken by the Board of Directors, if the
Board of Directors of the Company establishes a committee to evaluate
potential strategic alternatives, such committee (i) shall consist of no
more than four members, and (ii) shall include Mr. Ward.
(d) Starboard hereby withdraws its nominations of Mr. Ward and
Mr. Jeffrey C. Smith for election to the Board of Directors of the Company
at the 2006 Annual Meeting. The Starboard Group will promptly file an
amendment to the Schedule 13D regarding the common stock of the Company
filed with the SEC on January 12, 2006, as amended (the "Schedule 13D"),
reporting the entry into this Agreement, amending applicable items to
conform to its obligations hereunder and appending this Agreement and the
Press Release (as hereinafter defined) as Exhibits thereto.
(e) The 2006 Annual Meeting shall be held on April 20, 2006 or
within 30 days thereafter. The only items to be put to a stockholder vote
at the 2006 Annual Meeting are (i) the election of three (3) directors and
(ii) the ratification of the appointment of auditors.
2. TERMINATION DATE. This Agreement shall remain in full force and
effect and shall be fully binding on the parties hereto in accordance with the
provisions hereof until the close of the 2006 Annual Meeting, including any
adjournment thereof (excluding any adjournment beyond May 20, 2006) (the
"Termination Date").
3. STANDSTILL.
(a) Each member of the Starboard Group jointly and severally
agrees that during the period commencing on the date hereof and ending on
the Termination Date, without the prior written consent of the Board
specifically expressed in a written resolution adopted by a majority vote
of the entire Board, he, she or it will not, and will cause each of his,
her or its Affiliates, Associates, officers, agents and other Persons
acting on his, her or its behalf not to:
(i) engage, or in any way participate, directly or
indirectly, in any "solicitation" (as such term is defined in Rule
14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or
consents (whether or not relating to the election or removal of
directors), seek to advise, encourage or influence any Person with
respect to the voting of any Voting Securities; initiate, propose or
otherwise "solicit" (as such term is defined in Rule 14a-1(l)
promulgated by the SEC under the Exchange Act) stockholders of the
Company for the approval of stockholder proposals whether made
pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or
otherwise; induce or attempt to induce any other Person to initiate
any such stockholder proposal; or otherwise communicate with the
Company's stockholders or others pursuant to Rule 14a-1(l)(2)(iv)
under the Exchange Act;
(ii) form, join or in any way participate in any "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any Voting Securities, other than a "group" that includes
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CUSIP No. 81111T102 13D Page 28 of 37 Pages
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all or some lesser number of the Persons identified as "Reporting
Persons" in the Schedule 13D, but does not include any other members
who are not currently identified as Reporting Persons;
(iii) deposit any Voting Securities in any voting trust or
subject any Voting Securities to any arrangement or agreement with
respect to the voting of any Voting Securities, except as expressly
set forth in this Agreement;
(iv) otherwise act, alone or in concert with others, to
control or seek to control or influence or seek to influence the
management, the Board or policies of the Company, except as otherwise
expressly permitted in this Agreement;
(v) make any proposal (including publicly disclose or
discuss any proposal) or enter into any discussion regarding any of
the foregoing, or make any proposal, statement or inquiry, or disclose
any intention, plan or arrangement (whether written or oral)
inconsistent with the foregoing, or make or disclose any request to
amend, waive or terminate any provision of this Agreement;
(vi) have any discussions or communications, or enter into
any arrangements, understanding or agreements (whether written or
oral) with, or advise, finance, assist or encourage, any other Person
in connection with any of the foregoing, or make any investment in or
enter into any arrangement with, any other Person that engages, or
offers or proposes to engage, in any of the foregoing; or
(vii) take or cause or induce others to take any action
inconsistent with any of the foregoing.
4. RELEASE.
(a) The Starboard Group hereby agrees for the benefit of the
Company, and each officer, director, stockholder, agent, affiliate,
employee, attorney, assigns, precedessor, and successor, past and present,
of the Company (the Company and each such person being a "Company Released
Person") as follows: The Starboard Group, for themselves and for their
members, officers, directors, assigns, agents, and successors, past and
present, hereby agree and confirm that, effective from and after the date
of this Agreement, they hereby acknowledge full and complete satisfaction
of, and covenant not to sue, and forever fully release and discharge each
Company Released Person of, and hold each Company Released Person harmless
from, any and all rights, claims, warranties, demands, debts, obligations,
liabilities, costs, attorneys' fees, expenses, suits, losses, and causes of
action ("Claims") of any nature whatsoever, whether known or unknown,
suspected or unsuspected, arising in respect of or in connection with the
nomination and election of directors at the 2006 Annual Meeting, occurring
any time or period of time on or prior to the date of this Agreement
(including the future effects of such occurrences, conditions, acts or
omissions).
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CUSIP No. 81111T102 13D Page 29 of 37 Pages
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(b) The Company hereby agrees for the benefit of the Starboard
Group, and each member, officer, director, stockholder, agent, affiliate,
employee, attorney, assign, predecessor, and successor, past and present,
of the Starboard Group (the Starboard Group and each such person being a
"Starboard Released Person") as follows: The Company, for itself and for
its officers, directors, assigns, agents, and successors, past and present,
hereby agrees and confirms that, effective from and after the date of this
Agreement, it hereby acknowledges full and complete satisfaction of, and
covenants not to sue, and forever fully releases and discharges each
Starboard Released Person of, and hold each Starboard Released Person
harmless from, any and all rights, claims, warranties, demands, debts,
obligations, liabilities, costs, attorneys' fees, expenses, suits, losses,
and causes of action ("Claims") of any nature whatsoever, whether known or
unknown, suspected or unsuspected, arising in respect of or in connection
with any Schedule 13D filings made prior to the date hereof or in respect
of or in connection with the nomination and election of directors at the
2006 Annual Meeting, occurring any time or period of time on or prior to
the date of this Agreement (including the future effects of such
occurrences, conditions, acts or omissions).
5. REPRESENTATIONS AND WARRANTIES OF THE STARBOARD GROUP. Each of
the members of the Starboard Group severally represent and warrant as follows:
(a) Each member of the Starboard Group has the power and
authority to execute, deliver and carry out the terms and provisions of
this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed, and delivered by each member of the Starboard Group, constitutes
a valid and binding obligation and agreement of each such member, and is
enforceable against each such member in accordance with its terms.
(c) The members of the Starboard Group, together with their
Affiliates and Associates, beneficially own, directly or indirectly, an
aggregate of 1,429,663 shares of Common Stock of the Company as set forth
by beneficial owner and amount on SCHEDULE A hereto and such shares of
Common Stock constitute all of the Voting Securities of the Company
beneficially owned by the members of the Starboard Group and their
Affiliates and Associates.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants as follows:
(a) The Company has the corporate power and authority to
execute, deliver and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Company, constitutes a valid and binding
obligation and agreement of the Company, and is enforceable against the
Company in accordance with its terms.
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CUSIP No. 81111T102 13D Page 30 of 37 Pages
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7. SPECIFIC PERFORMANCE. Each of the members of the Starboard Group,
on the one hand, and the Company, on the other hand, acknowledges and agrees
that irreparable injury to the other party hereto would occur in the event any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
adequately compensable in damages. It is accordingly agreed that the members of
the Starboard Group, on the one hand, and the Company, on the other hand (the
"Moving Party"), shall each be entitled to specific enforcement of, and
injunctive relief to prevent any violation of, the terms hereof and the other
party hereto will not take action, directly or indirectly, in opposition to the
Moving Party seeking such relief on the grounds that any other remedy or relief
is available at law or in equity.
8. PRESS RELEASE. Immediately following the execution and delivery
of this Agreement, the Company and the Starboard Group shall issue the joint
press release attached hereto as EXHIBIT A (the "Press Release"). None of the
parties hereto will prior to the Termination Date make any public statements
(including in any filing with the SEC or any other regulatory or governmental
agency, including any stock exchange) that are inconsistent with, or otherwise
contrary to, the statements in the Press Release issued pursuant to this Section
8. Following the date hereof, neither the Starboard Group, nor any of its
Affiliates or Associates, shall prior to the Termination Date issue or cause the
publication of any press release or other public announcement with respect to
this Agreement, the Company, its management or the Board or the Company's
business without prior written consent of the Company, provided, however, that
the Starboard Group may (i) file an amendment or amendments to the Schedule 13D
in accordance with Section 1(d) of this Agreement or as otherwise required by
law, (ii) make other filings as required by law or (iii) consistent with its
obligations pursuant to Section 3 hereof, make public announcements and take
such positions as it deems appropriate to the extent that the Company makes any
public announcement with regard to an extraordinary transaction of any kind or
nature.
9. EXPENSES. Within 10 business days following receipt of reasonably
satisfactory documentation thereof, the Company will reimburse the Starboard
Group for its reasonable, documented out-of-pocket fees and expenses incurred in
connection with its Schedule 13D filings, its putative Proxy Solicitation and
the negotiation and execution of this Agreement and all related activities and
matters, provided such reimbursement shall not exceed $50,000 in the aggregate.
10. NO WAIVER. Any waiver by either the Representative (as
hereinafter defined) or the Company of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of either the Representative or the Company to insist
upon strict adherence to any term of this Agreement on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.
11. CERTAIN DEFINITIONS. As used in this Agreement, (a) the term
"Person" shall mean any individual, partnership, corporation, group, syndicate,
trust, government or agency, or any other organization, entity or enterprise;
(b) the terms "Affiliates" and "Associates" shall have the meanings set forth in
Rule 12b-2 under the Exchange Act and shall include Persons who become
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CUSIP No. 81111T102 13D Page 31 of 37 Pages
---------------------- ----------------------
Affiliates or Associates of any Person subsequent to the date hereof; and (c)
the term "Voting Securities" shall mean any securities of the Company entitled,
or which may be entitled, to vote (whether or not entitled to vote generally in
the election of directors), or securities convertible into or exercisable or
exchangeable for such securities, whether or not subject to passage of time or
other contingencies.
12. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other parties hereto and any attempt to do so will
be void. Subject to the preceding sentence, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
13. SURVIVAL OF REPRESENTATIONS. All representations and warranties
made by the parties in this Agreement under Sections 5 and 6 shall survive until
the Termination Date. The provisions of Section 4 of this Agreement shall
survive the Termination Date.
14. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter. There
are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings other than those expressly set forth herein. This
Agreement may be amended only by a written instrument duly executed by the
parties hereto or their respective successors or assigns.
15. HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given (a) when delivered by hand
(with written confirmation of receipt), (b) upon sending if sent by e-mail or
facsimile, with electronic confirmation of sending; provided, however, that a
copy is sent on the same day by registered mail, return receipt requested, in
each case to the appropriate mailing and e-mail or facsimile addresses set forth
below (or to such other mailing, facsimile and e-mail addresses as a party may
designate by notice to the other parties in accordance with this provision), (c)
one (1) day after being sent by nationally recognized overnight carrier to the
addresses set forth below (or to such other mailing addresses as a party may
designate by notice to the other parties in accordance with this Section 16) or
(d) when actually delivered if sent by any other method that results in delivery
(with written confirmation of receipt):
If to the Company:
SCS Transportation, Inc.
4435 Main Street, Suite 930
Kansas City, MO 64111
Attn: President
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CUSIP No. 81111T102 13D Page 32 of 37 Pages
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with a copy to:
Bryan Cave LLP
1200 Main Street, Suite 3500
Kansas City, MO 64111
Attn: Robert M. Barnes, Esq.
Telecopy: (816) 374-3300
Email: RMBARNES@BRYANCAVE.COM
If to the Starboard Group:
Jeffrey C. Smith
c/o Ramius Capital Group, LLC
666 Third Avenue, 26th Floor
New York, New York 10017
with a copy to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP
65 East 55th Street
New York, New York 10022
Attention: Steven Wolosky, Esq.
Telecopy: (212) 451-2222
Email: SWOLOSKY@OLSHANLAW.COM
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
17. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Missouri without
reference to the conflict of laws principles thereof.
18. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same Agreement.
19. STARBOARD GROUP REPRESENTATIVE. Each member of the Starboard
Group hereby irrevocably appoints Jeffrey C. Smith as such member's
attorney-in-fact and representative (the "Representative"), in such member's
place and stead, to do any and all things and to execute any and all documents
and give and receive any and all notices or instructions in connection with this
Agreement and the transactions contemplated hereby. The Company shall be
entitled to rely, as being binding on each member of the Starboard Group, upon
any action taken by the Representative or upon any document, notice, instruction
or other writing given or executed by the Representative.
20. NO ADMISSION. Nothing contained herein shall constitute an
admission by any party hereto of liability or wrongdoing.
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CUSIP No. 81111T102 13D Page 33 of 37 Pages
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IN WITNESS WHEREOF, and intending to be legally bound hereby, each of
the undersigned parties has executed or caused this Agreement to be executed on
the date first above written.
SCS TRANSPORTATION, INC.
By: /s/ Herbert A. Trucksess, III
-----------------------------------
Name: Herbert A. Trucksess, III
Title: President and Chief Executive Officer
RAMIUS CAPITAL GROUP, LLC C4S & CO., L.L.C.
By: C4S & Co., L.L.C.,
as Managing Member STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
ADMIRAL ADVISORS, LLC
By: Ramius Capital Group, LLC, its managing
member
RCG HALIFAX FUND, LTD. RCG AMBROSE MASTER FUND, LTD.
By: Ramius Capital Group, LLC, By: Ramius Capital Group, LLC,
its Investment Advisor its Investment Advisor
By: C4S & Co., L.L.C., By: C4S & Co., L.L.C.,
its Managing Member its Managing Member
RAMIUS MASTER FUND, LTD ADMIRAL ADVISORS, LLC
By: Ramius Advisors, LLC By: Ramius Capital Group, LLC, its managing
its Investment Advisor member
By: Ramius Capital Group, LLC
its Managing Member PARCHE, LLC
By: Admiral Advisors, LLC, its managing member
RAMIUS ADVISORS, LLC
By: Ramius Capital Group, LLC, its managing
member
By: /s/ Jeffrey M. Solomon
-----------------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon
---------------------------------------
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
/s/ Jeffrey C. Smith
--------------------------------------
JEFFREY C. SMITH
/s/ Jeffrey C. Ward
---------------------------------------
JEFFREY C. WARD
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CUSIP No. 81111T102 13D Page 34 of 37 Pages
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SCHEDULE A
NAME OF ENTITY # OF SHARES BENEFICIALLY
OWNED
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD 623,326
RCG HALIFAX FUND, LTD. 79,589
RCG AMBROSE MASTER FUND, LTD. 87,043
RAMIUS MASTER FUND, LTD 390,069
ADMIRAL ADVISORS, LLC 872,962
RAMIUS ADVISORS, LLC 390,069
PARCHE, LLC 249,636
C4S & CO., L.L.C. 1,429,663
RAMIUS CAPITAL GROUP, LLC 1,429,663
JEFFREY C. WARD 2,000
JEFFREY M. SOLOMON 1,429,663
MORGAN B. STARK 1,429,663
THOMAS W. STRAUSS 1,429,663
PETER A. COHEN 1,429,663
JEFFREY C. SMITH 0
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CUSIP No. 81111T102 13D Page 35 of 37 Pages
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[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
SCS TRANSPORTATION REACHES AGREEMENT WITH
STARBOARD VALUE AND OPPORTUNITY MASTER FUND
JEFF WARD APPOINTED TO BOARD OF DIRECTORS
KANSAS CITY, Mo., March 2, 2006 -- SCS Transportation, Inc. (NASDAQ: SCST) and
Starboard Value and Opportunity Master Fund Ltd. and its affiliates
("Starboard") today announced that they have reached an agreement relating to
the 2006 Annual Meeting of Stockholders of SCS Transportation.
Under the terms of the Settlement Agreement, the Company has appointed one of
Starboard's proposed candidates, Jeff Ward, a well-regarded transportation
expert, as a new independent director to the Board of Directors effective
immediately. Mr. Ward will join Bert Trucksess, SCS Transportation's Chairman,
President and Chief Executive Officer, and James Olson, Chairman of SCS
Transportation's Audit Committee, as candidates for election at the 2006 Annual
Meeting. Starboard has withdrawn its nomination of candidates for election to
the Board of Directors at the upcoming Annual Meeting and has agreed to vote its
shares in favor of each of the Board's nominees. The Annual Meeting is scheduled
for April 20, 2006.
Mr. Trucksess said, "We are pleased that this matter has been resolved in a
manner that serves the best interests of all SCS Transportation stockholders.
Our Board of Directors and management remain focused on building upon the
positive momentum of our largest subsidiary, Saia, a leading multi-region LTL
carrier, while we continue to pursue profitability improvement at Jevic, a
hybrid LTL and truckload carrier. Furthermore, as we announced on January 24,
2006, our board is actively working with Morgan Keegan, exploring a range of
strategic alternatives to enhance stockholder value."
Douglas Rockel, lead independent director of SCS Transportation's Board of
Directors, said, "The Board of Directors is committed to enhancing value for all
SCS Transportation stockholders. We welcome the input we have received from
Starboard and believe this agreement represents a positive result for our
Company. We look forward to working closely with Mr. Ward and benefiting from
his years of relevant industry experience to help the Company continue to
enhance stockholder value."
On behalf of Starboard, Jeffrey Smith, a Managing Director of Ramius Capital
Group, said, "We are pleased to be able to work constructively with SCS
Transportation with the shared goal of maximizing the value of the Company. We
believe the Board is committed to exploring alternatives with Morgan Keegan and
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CUSIP No. 81111T102 13D Page 36 of 37 Pages
---------------------- ----------------------
then completing whichever of the alternatives they determine will maximize
stockholder value. We have worked closely with Jeff Ward in assessing the
potential value of SCS Transportation and are confident that his immediate
appointment to the SCS Transportation Board of Directors will serve the best
interests of SCS Transportation and its stockholders."
Jeff Ward currently serves as a Vice President at A.T. Kearney, Inc., a global
management consulting firm and a leader in supply chain and transportation
consulting, where he is responsible for consulting assignments with a focus on
the North American freight market. Mr. Ward has been employed by A.T. Kearney
since August 1991. He has led multiple engagements for clients in the North
American freight market. 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, Mr. Ward served in a variety of positions at a
family-owned interstate less-than-truckload (LTL) company from 1980 to 1987. Mr.
Ward received a Masters of Business Administration in Finance from The Wharton
School, University of Pennsylvania, a Masters in Transportation from the
University of Pennsylvania, and a B.A. in History from Columbia College,
Columbia University.
ABOUT SCS TRANSPORTATION
SCS Transportation, Inc. provides trucking transportation and supply chain
solutions to a broad base of customers across the United States. With annual
revenue of $1.1 billion, the Company focuses on regional and interregional
less-than-truckload (LTL), and selected truckload (TL) and time-definite
services. Operating subsidiaries are Saia, a multi-region LTL carrier based in
Duluth, Ga., and Jevic, a hybrid LTL and truckload carrier based in Delanco,
N.J. Headquartered in Kansas City, Mo., SCST has approximately 9,600 employees
nationwide.
ABOUT STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
Starboard Value and Opportunity Master Fund invests primarily in the securities
of U.S. public companies that are believed to be undervalued. Starboard Value
and Opportunity Master Fund Ltd. is an affiliate of Ramius Capital Group, LLC.
ABOUT RAMIUS CAPITAL GROUP, LLC
Ramius Capital Group is a registered investment advisor that manages assets of
$7.3 billion in a variety of alternative investment strategies. Ramius Capital
Group is headquartered in New York with offices located in London, Tokyo, Hong
Kong, Munich, and Vienna.
FORWARD LOOKING STATEMENTS
The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand the future
prospects of a company and make informed investment decisions. This news release
contains these types of statements, which are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
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CUSIP No. 81111T102 13D Page 37 of 37 Pages
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Words such as "anticipate," "estimate," "expect," "project," "intend," "may,"
"plan," "predict," "believe" and similar words or expressions are intended to
identify forward-looking statements. Investors should not place undue reliance
on forward-looking statements, and the Company undertakes no obligation to
publicly update or revise any forward-looking statements. All forward-looking
statements reflect the present expectation of future events of our management
and are subject to a number of important factors, risks, uncertainties and
assumptions that could cause actual results to differ materially from those
described in any forward-looking statements. These factors and risks include,
but are not limited to, general economic conditions; the effects and outcomes of
strategic evaluations; cost and availability of qualified drivers, fuel,
purchased transportation, property, revenue equipment and other operating
assets; governmental regulations, including but not limited to Hours of Service,
engine emissions, compliance with recent legislation requiring companies to
evaluate their internal control over financial reporting and Homeland Security;
dependence on key employees; inclement weather; labor relations; integration
risks; effectiveness of company-specific performance improvement initiatives;
competitive initiatives and pricing pressures; terrorism risks; self-insurance
claims, equity-based compensation and other expense volatility; the Company's
determination from time to time whether to purchase any shares under the
repurchase program; and other financial, operational and legal risks and
uncertainties detailed from time to time in the Company's SEC filings.
# # #
CONTACTS:
FOR SCS TRANSPORTATION: FOR STARBOARD / RAMIUS:
Greg Drown, 816-714-5906 MacKenzie Partners
Charlie Koons, Mark Harnett,
212-929-5500
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman, 212-355-4449 Kekst and Company
Micheline Tang, Robert Siegfried,
212-521-4800