UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
 |  |  | See Footnotes (1) & (2) |
D. E. SHAW & CO, L.P. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
 |  |  | See Footnotes (1) & (2) |
D. E. SHAW & CO, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
 |  |  | See Footnotes (1) & (2) |
SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
 |  |  | See Footnotes (1) & (2) |
Julius Gaudio, Managing Director of D.E. Shaw & Co., L.L.C., as managing member of D.E. Shaw Laminar Portfolios, L.L.C. | 10/16/2006 | |
**Signature of Reporting Person | Date | |
Julius Gaudio, Managing Director of D.E. Shaw & Co., L.L.C. | 10/16/2006 | |
**Signature of Reporting Person | Date | |
Julius Gaudio, Managing Director of D.E. Shaw & Co., L.P. | 10/16/2006 | |
**Signature of Reporting Person | Date | |
Julius Gaudio, as Attorney-in-Fact for David E. Shaw | 10/16/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On October 5, 2006, D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"), Esopus Creek Value LP ("Esopus"), Mellon HBV Alternative Strategies LLC ("Mellon"), and Cadence Investment Management, LLC ("Cadence") entered into a verbal, non-binding agreement (the "Agreement") to, inter alia, support the election of five nominees to serve as directors of the Issuer and the adoption of two shareholder proposals to be voted on at the Issuer's 2006 Annual Shareholders Meeting. Solely as a result of the Agreement, Esopus and its affiliates, Mellon and its affiliates, and Cadence and its affiliates (collectively, the "Other Group Members"), together with Laminar and certain of its affiliates (the "D. E. Shaw Reporting Persons"), may be deemed to be a group for the reporting purposes of this Form 3. |
(2) | The number of shares reported in Table I of this Form 3 excludes the 12,956,052 shares of common stock ("Common Stock"), par value $.01 per share, of the Issuer beneficially owned by the Other Group Members and includes only the shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. If the shares owned by the Other Group Members were included, the aggregate amount deemed to be beneficially owned by the Other Group Members and the D. E. Shaw Reporting Persons would represent 21.0%. The Other Group Members disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting Persons, and the D. E. Shaw Reporting Persons disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Other Group Members. |
(3) | The shares of Common Stock reported in Table I of this Form 3 are held directly by Laminar. D. E. Shaw & Co., L.P. ("DESCO LP") (as investment adviser to Laminar), D. E. Shaw & Co., L.L.C. ("DESCO LLC") (as managing member of Laminar), and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of the Common Stock held directly by Laminar for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (For purposes of this Form, D. E. Shaw Reporting Persons refers collectively to Laminar, DESCO LP, DESCO LLC, and David E. Shaw.) |
(4) | In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by David E. Shaw, DESCO LP or DESCO LLC is reported herein. |
(5) | Each of DESCO LP, DESCO LLC, and David E. Shaw (a) disclaims beneficial ownership of the shares of Common Stock reported in Table I of this Form 3, except to the extent of any pecuniary interest therein, and (b) disclaims beneficial ownership of the shares of Common Stock owned by the Other Group Members, including any pecuniary interest. |