|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
|
|
Page
1 of 15 Pages
|
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 2 of 15 Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
Capital Management, L.P. II
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
1,750,000
|
||
|
6)
|
SHARED
VOTING POWER
0
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
1,750,000
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
PN
|
|||
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 3
of
15
Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
International Fund, Ltd.
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Commonwealth
of the Bahamas
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
1,962,119
|
||
|
6)
|
SHARED
VOTING POWER
0
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
1,962,119
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,962,119
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
CO
|
|||
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 4
of
15
Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
Worldwide Fund, Ltd.
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
262,700
|
||
|
6)
|
SHARED
VOTING POWER
0
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
262,700
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,700
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
CO
|
|||
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 5
of
15
Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin,
LLC
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
2,224,819
|
||
|
6)
|
SHARED
VOTING POWER
472,500
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
2,224,819
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
472,500
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,319
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
OO
|
|||
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 6
of
15
Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig
Effron
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
0
|
||
|
6)
|
SHARED
VOTING POWER
4,447,319
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
4,447,319
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,447,319
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
|
SCHEDULE
13G
|
|
|
CUSIP No.
04544X102 Page 7
of
15
Pages
|
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Curtis
Schenker
|
|||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
||
|
3)
|
SEC
USE ONLY
|
|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
0
|
||
|
6)
|
SHARED
VOTING POWER
4,447,319
|
|||
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8)
|
SHARED
DISPOSITIVE POWER
4,447,319
|
|||
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,447,319
|
|||
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
|
|||
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
Item
1(a).
|
Name
of Issuer:
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
|
Item
2(a).
|
Name
of Persons Filing:
|
|
(i)
|
Scoggin
Capital Management, L.P. II
|
|
(ii)
|
Scoggin
International Fund, Ltd.
|
|
(iii)
|
Scoggin
Worldwide Fund, Ltd.
|
|
(iv)
|
Scoggin,
LLC
|
|
(v)
|
Craig
Effron
|
|
(vi)
|
Curtis
Schenker
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
|
Item
2(c).
|
Citizenship
or Place of Organization:
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Item
2(e).
|
CUSIP
Number:
|
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
|
|
(a)
|
¨
|
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C.
78o)
|
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
|
|
|
(c)
|
¨
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
|
|
|
(d)
|
¨
|
Investment
Company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8)
|
|
|
(e)
|
¨
|
Investment
Adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
¨
|
Employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
¨
|
Parent
Holding Company or control person in accordance with
§240.13d-1(b)(ii)(G)
|
|
|
(h)
|
¨
|
Savings
Association as defined in §3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813)
|
|
|
(i)
|
¨
|
Church
plan that is excluded from the definition of an investment company under
§3(c)(15) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)
|
|
|
(j)
|
¨
|
Group,
in accordance with
§240.13d-1(b)(ii)(J)
|
|
Item
4.
|
Ownership.
|
|
|
(a)
|
Amount
beneficially owned: 1,750,000
|
|
|
(b)
|
Percent
of class: 3.0%2
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
|
|
(a)
|
Amount
beneficially owned: 1,962,119
|
|
|
(b)
|
Percent
of class: 3.4%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
|
1
|
The
general partner of Scoggin Capital Management, L.P. II is S&E
Partners, L.P., a limited partnership organized under the laws of
Delaware. Scoggin, Inc., a corporation organized under the laws
of Delaware, is the sole general partner of S&E Partners,
L.P. Craig Effron and Curtis Schenker are the stockholders of
Scoggin, Inc.
|
|
2
|
Percentages
are based on 57,775,348 outstanding shares of Class A Common Stock (as set
forth on the Issuer’s Form 10-Q, filed on November 13, 2007 with the
Securities and Exchange
Commission).
|
|
3
|
The
investment manager of Scoggin International Fund, Ltd. is Scoggin,
LLC. Craig Effron and Curtis Schenker are the managing members
of Scoggin, LLC.
|
|
|
(a)
|
Amount
beneficially owned: 262,700
|
|
|
(b)
|
Percent
of class: 0.5%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
262,700
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
262,700
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
|
|
(a)
|
Amount
beneficially owned: 2,697,319
|
|
|
(b)
|
Percent
of class: 4.7%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
2,224,819
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
472,500
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
2,224,819
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
472,500
|
|
|
(a)
|
Amount
beneficially owned: 4,447,319
|
|
|
(b)
|
Percent
of class: 7.7%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
4
|
Scoggin,
LLC serves as investment sub-manager for equity and event-driven investing
for Scoggin Worldwide Fund, Ltd. Craig Effron and Curtis
Schenker are the managing members of Scoggin,
LLC.
|
|
5
|
Scoggin,
LLC is the investment manager of Scoggin International Fund, Ltd. and the
investment manager for certain discretionary managed
accounts. Scoggin, LLC serves as investment sub-manager for
equity and event-driven investing for Scoggin Worldwide Fund, Ltd. Craig
Effron and Curtis Schenker are the managing members of Scoggin,
LLC.
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
4,447,319
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
4,447,319
|
|
|
(a)
|
Amount
beneficially owned: 4,447,319
|
|
|
(b)
|
Percent
of class: 7.7%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
4,447,319
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
4,447,319
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Item
10.
|
Certification.
|
|
|
SIGNATURE
|
|
Scoggin
Capital Management, L.P. II
By: S&E
Partners, L.P., its General Partner
By: Scoggin,
Inc., its General Partner
|
|
By:
/s/ Craig
Effron
Title:
President
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin
International Fund, Ltd.
By: Scoggin,
LLC, its Investment Manager
|
|
By: /s/ Craig
Effron
Title:
Member
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin
Worldwide Fund, Ltd.
|
|
By:
/s/ Craig
Effron
Title: Director
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin,
LLC
|
|
By: /s/ Craig
Effron
Title:
Member
|
|
|
Dated
as of February 12, 2008
|
|
/s/ Craig
Effron
Craig
Effron
|
|
/s/ Curtis
Schenker
Curtis
Schenker
|
|
|
Exhibit
A
|
|
|
Agreement
of Joint Filing
|
|
Scoggin
Capital Management, L.P. II
By: S&E
Partners, L.P., its General Partner
By: Scoggin,
Inc., its General Partner
|
|
By:
/s/ Craig
Effron
Title:
President
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin
International Fund, Ltd.
By: Scoggin,
LLC, its Investment Manager
|
|
By: /s/ Craig
Effron
Title:
Member
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin
Worldwide Fund, Ltd.
|
|
By:
/s/ Craig
Effron
Title: Director
|
|
|
Dated
as of February 12, 2008
|
|
Scoggin,
LLC
|
|
By: /s/ Craig
Effron
Title:
Member
|
|
|
Dated
as of February 12, 2008
|
|
/s/ Craig
Effron
Craig
Effron
|
|
/s/ Curtis
Schenker
Curtis
Schenker
|