Schedule 13d
| Filed by: | STEEL PARTNERS II LP |
| Subject Company: | EARTHLINK, INC. |
| Filed as of Date: | 07/17/2009 |
| View Original Filing on Edgar's | |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 8)1
EarthLink,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
270321102
(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
Authorized
to Receive Notices and Communications)
July 15,
2009
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
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
(“Act”) 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. 270321102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,591,399
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,591,399
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,399
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 270321102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS HOLDINGS L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,591,399
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,591,399
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,399
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 270321102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,591,399
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,591,399
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,399
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 270321102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,591,399
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,591,399
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,399
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 270321102
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
2,591,399
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,591,399
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,399
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 270321102
The
following constitutes Amendment No. 8 to the Schedule 13D filed by the
undersigned (“Amendment No. 8”). The primary purpose of amending the
Schedule 13D is to reflect certain distributions to indirect investors of Steel
Partners II, L.P. and related distributions by certain of the other Reporting
Persons and their affiliates, to remove Steel Partners II Master Fund L.P. as a
Reporting Person and to add Steel Partners II GP LLC as a Reporting
Person. Shares held by Steel Partners II (Offshore) Ltd. (“Steel
Offshore”),
an entity related to the Reporting Persons, as a result of the distributions are
not reported herein as beneficially owned by the Reporting Persons as such
Shares are anticipated to be distributed to investors of this
entity. In furtherance of the foregoing, Items 2, 3 and 5 of the
Schedule 13D are hereby amended and restated as set forth
herein.
|
Item
2.
|
Identity and
Background.
|
(a) This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners Holdings L.P. (formerly known as
WebFinancial L.P.), a Delaware limited partnership (“Steel Holdings”), Steel
Partners LLC, a Delaware limited liability company (“Partners LLC”), Steel
Partners II GP LLC, a Delaware limited liability company (“Steel Partners GP”),
and Warren G. Lichtenstein. Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
Steel
Holdings is the sole limited partner of Steel Partners II. Partners
LLC is the manager of Steel Partners II and Steel Holdings. Steel
Partners GP is the general partner of Steel Partners II and Steel
Holdings. Warren G. Lichtenstein is the manager of Partners LLC and
the managing member of Steel Partners GP. By virtue of these
relationships, each of Steel Holdings, Partners LLC, Steel Partners GP and Mr.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
Set forth
on Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of (i) the executive
officers of Partners LLC, (ii) the executive officers of Steel Partners GP, and
(iii) the individuals anticipated to serve as directors of the future successor
general partner of Steel Holdings who are currently serving the function of
directors of Steel Holdings.
(b) The
principal business address of each of Steel Partners II, Steel Holdings,
Partners LLC, Steel Partners GP and Warren G. Lichtenstein is 590 Madison
Avenue, 32nd Floor, New York, New York 10022.
(c) Steel
Holdings is a global diversified holding company that engages or has interests
in a variety of operating businesses through its subsidiary
companies. It may seek to obtain majority or primary control, board
representation or other significant influence over the portfolio companies in
which it holds an interest. The principal business of Steel Partners
II is holding securities for the account of Steel Holdings. The
principal business of Partners LLC is serving as the manager of Steel Partners
II and Steel Holdings. The principal business of Steel Partners GP is
serving as the general partner of Steel Partners II and Steel
Holdings. The principal occupation of Warren G. Lichtenstein is
serving as the manager of Partners LLC and as the managing member of Steel
Partners GP.
(d) No
Reporting Person nor any person listed on Schedule A annexed hereto has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on Schedule A annexed hereto 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.
7
CUSIP
NO. 270321102
(f) Warren
G. Lichtenstein and the persons listed on Schedule A are citizens of the United
States of America.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
The
aggregate purchase price of the 2,591,399 Shares owned by Steel Partners II
is approximately $16,810,889, including brokerage commissions. The
Shares owned by Steel Partners II were acquired with partnership
funds.
Steel
Partners II effects purchases of securities primarily through margin accounts
maintained for it with prime brokers, which may extend margin credit to it as
and when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and the prime
brokers’ credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the accounts.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 105,694,831 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2009 as reported in the Issuer’s quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on May 1,
2009.
As of the
close of business on July 16, 2009, Steel Partners II owned directly 2,591,399
Shares, constituting approximately 2.5% of the Shares outstanding. By
virtue of their relationships with Steel Partners II discussed in further detail
in Item 2, each of Steel Holdings, Partners LLC, Steel Partners GP and Warren G.
Lichtenstein may be deemed to beneficially own the Shares owned by Steel
Partners II.
(b) Each
of the Reporting Persons may be deemed to have shared power to vote and dispose
of the Shares reported in this Schedule 13D owned directly by Steel Partners
II.
(c) On
July 15, 2009, Steel Partners II effected a distribution to its indirect
investors of an aggregate of 3,710,889 Shares. Schedule B annexed
hereto lists all other transactions in the Shares by the Reporting Persons since
the filing of Amendment No. 7 to the Schedule 13D. All transactions
listed on Schedule B were effected in the open market.
(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, the Shares.
(e) As
of the close of business on July 15, 2009, the Reporting Persons ceased to be
the beneficial owners of more than 5% of the Shares of the Issuer.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of the Exchange Act, the beneficial owners
of any securities covered by this Schedule 13D. The Reporting Persons disclaim
beneficial ownership of 1,064,704 Shares held by Steel
Offshore.
8
CUSIP
NO. 270321102
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:
July 17, 2009
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS HOLDINGS L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
9
CUSIP
NO. 270321102
SCHEDULE
A
Executive Officers of Steel Partners
LLC
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
|
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer
of Steel Partners LLC, a global management firm |
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Jack
L. Howard,
President |
President
of Steel Partners LLC,
a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer |
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas,
Managing Director, Chief Operating Officer and Secretary |
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Michael
Falk,
Vice
President,
Chief Financial Officer, Treasurer and Assistant Secretary |
Vice
President, Chief Financial Officer,
Treasurer
and Assistant Secretary
of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
Executive Officers of Steel Partners
II GP LLC
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
|
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global
management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Jack
L. Howard,
President
|
President
of Steel Partners LLC,
a
global management firm, and
a
principal of Mutual Securities, Inc.,
a
registered broker dealer
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas,
Managing
Director,
Chief
Operating Officer and Secretary
|
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
10
CUSIP
NO. 270321102
Individuals Serving the
Function of Directors of Steel Partners Holdings L.P.
|
Name
|
Present Principal Occupation
|
Business Address
|
||
|
Anthony
Bergamo
|
Vice
Chairman of MB Real Estate,
a
property management company
|
c/o
MB Real Estate
335
Madison Avenue, 14th
Floor
New
York, NY 10017
|
||
|
John
P. McNiff
|
Partner
of Mera Capital Management LP,
a
private investment partnership
|
c/o
Mera Capital Management LP
161
Washington Street, Suite 1560
Conshohocken,
PA 19428
|
||
|
Joseph
L. Mullen
|
Managing
Partner of Li Moran International, Inc.,
a
management consulting company
|
c/o
Li Moran International
611
Broadway, Suite 722
New
York, NY 10012
|
||
|
General
Richard I. Neal
|
President
of Audio MPEG, Inc.,
a
licensor of intellectual property
|
c/o
Audio MPEG, Inc.
66
Canal Center Plaza, Suite 750
Alexandria,
VA 22314
|
||
|
Allan
R. Tessler
|
Chairman
and Chief Executive Officer
of
International Financial Group, Inc.,
an
international merchant banking firm
|
c/o
International Financial Group, Inc.
2500
North Moose Wilson Road
Wilson,
WY 83014
|
||
|
Warren
G. Lichtenstein
|
Chairman
and Chief Executive Officer
of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
|
Sanford
Antignas
|
Managing
Director, Chief Operating Officer
and
Secretary of Steel Partners LLC,
a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
11
CUSIP
NO. 270321102
SCHEDULE
B
Transactions in the Shares
Since the Filing of Amendment No. 7 to the Schedule 13D
(other than as set forth in
Item 5(c))
|
Class
of
Security
|
Securities
(Sold)
|
Price ($)
|
Date
of
Sale
|
STEEL PARTNERS II,
L.P.
|
Common
Stock
|
(34,779)
|
8.0000
|
06/08/09
|
|
|
Common
Stock
|
(50,000)
|
8.0000
|
06/08/09
|
|
|
Common
Stock
|
(500)
|
8.0000
|
06/11/09
|
|
|
Common
Stock
|
(41,319)
|
7.4586
|
07/07/09
|
|
|
Common
Stock
|
(50,000)
|
7.4690
|
07/07/09
|
|
|
Common
Stock
|
(110,500)
|
7.3269
|
07/08/09
|
|
|
Common
Stock
|
(294,714) |
8.1000
|
07/16/09
|
STEEL PARTNERS HOLDINGS
L.P.
None
STEEL PARTNERS
LLC
None
STEEL PARTNERS II GP
LLC
None
WARREN G.
LICHTENSTEIN
None
12
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