Page 9 of 13 – SEC Filing————————– ————————-
CUSIP NO. 896522109 Page 9 of 14
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CUSIP NO. 896522109 Page 9 of 14
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Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer?s securities
reflected in this amendment was the working capital of ValueAct Master Fund.
The aggregate funds used by these Reporting Persons to make such purchases
were $38,671,725.00.
Item 4. Purpose of Transaction
The Reporting Persons purchased the securities of the Issuer reported
herein based on their belief that the securities were undervalued and
represented an attractive investment opportunity.
The Reporting Persons intend to have conversations with members of the
Issuer’s management and board of directors to discuss ways to enhance
shareholder value. The topics of these conversations will cover a range of
issues, including those relating to the business of the Issuer, management,
board composition (which may include whether it makes sense for a ValueAct
Capital employee to be on the Issuer’s board of directors), operations,
capital allocation, asset allocation, capitalization, dividend policy,
financial condition, mergers and acquisitions strategy, overall business
strategy, executive compensation, and corporate governance. The Reporting
Persons may also have similar conversations with other stockholders of the
Issuer and other interested parties, such as industry analysts, existing or
potential strategic partners or competitors, investment professionals, and
other investors. The Reporting Persons may at any time reconsider and change
their intentions relating to the foregoing.
The Reporting Persons may also take one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D and may
discuss such actions with the Issuer’s management and the board of directors,
other stockholders of the Issuer, and other interested parties, such as those
set out above.
The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer’s board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including, without
limitation, purchasing additional Common Stock or selling some of all of its
Common Stock, and/or engaging in hedging or similar transactions with respect
to the Common Stock.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
