CUSIP No.: 95790D105 | Page 2 of 12 Pages |
1.
|
Names of Reporting Persons.
SAB CAPITAL ADVISORS, L.L.C.
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2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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|||
4.
|
Citizenship or Place of Organization
Delaware
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|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
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Sole Voting Power
|
- 0 -
|
|
6.
|
Shared Voting Power
|
1,701,779
|
||
7.
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Sole Dispositive Power
|
- 0 -
|
||
8.
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Shared Dispositive Power
|
1,701,779
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,779
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
|
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11.
|
Percent of Class Represented by Amount in Row (9)
7.0%
|
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12.
|
Type of Reporting Person:
OO
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CUSIP No.: 95790D105 | Page 3 of 12 Pages |
1.
|
Names of Reporting Persons.
SAB CAPITAL MANAGEMENT, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|||
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
|
- 0 -
|
|
6.
|
Shared Voting Power
|
1,701,779
|
||
7.
|
Sole Dispositive Power
|
- 0 -
|
||
8.
|
Shared Dispositive Power
|
1,701,779
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,779
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%
|
|||
12.
|
Type of Reporting Person:
IA, PN, HC
|
CUSIP No.: 95790D105 | Page 4 of 12 Pages |
1.
|
Names of Reporting Persons.
SAB CAPITAL MANAGEMENT, L.L.C.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|||
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
|
- 0 -
|
|
6.
|
Shared Voting Power
|
1,701,779
|
||
7.
|
Sole Dispositive Power
|
- 0 -
|
||
8.
|
Shared Dispositive Power
|
1,701,779
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,779
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%
|
|||
12.
|
Type of Reporting Person:
OO, HC
|
CUSIP No.: 95790D105 | Page 5 of 12 Pages |
1.
|
Names of Reporting Persons.
SCOTT A. BOMMER
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|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
- 0 -
|
|
6.
|
Shared Voting Power
|
1,701,779
|
||
7.
|
Sole Dispositive Power
|
- 0 -
|
||
8.
|
Shared Dispositive Power
|
1,701,779
|
||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,701,779
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
7.0%
|
|||
12.
|
Type of Reporting Person:
IN, HC
|
Item 1(a).
|
Name of Issuer:
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Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
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Item 2(a).
|
Name of Person Filing:
|
|
i)
|
SAB Capital Advisors, L.L.C. (the “General Partner”);
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ii)
|
SAB Capital Management, L.P. (the “Investment Manager”);
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iii)
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SAB Capital Management, L.L.C. (the “IMGP”);
|
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iv)
|
Scott A. Bommer (“Mr. Bommer”).
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Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
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Item 2(c).
|
Citizenship:
|
|
i)
|
The General Partner is a Delaware limited liability company;
|
|
ii)
|
The Investment Manager is a Delaware limited partnership;
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iii)
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The IMGP is a Delaware limited liability company;
|
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iv)
|
Mr. Bommer is a citizen of the United States of America.
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Item 2(d).
|
Title of Class of Securities:
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Item 2(e).
|
CUSIP Number:
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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:
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Item 4.
|
Ownership:
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Item 4(a)
|
Amount Beneficially Owned
|
Item 4(b)
|
Percent of Class:
|
Item 4(c)
|
Number of Shares of which such person has:
|
General Partner, Investment Manager, IMGP and Mr. Bommer:
|
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(i) Sole power to vote or direct the vote:
|
0
|
(ii) Shared power to vote or direct the vote:
|
1,701,779
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
(iv) Shared power to dispose or direct the disposition of:
|
1,701,779
|
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 or Control Person:
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Item 9.
|
Notice of Dissolution of Group:
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Item 10.
|
Certification:
|
Date: February 14, 2013
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/s/ Brian Jackelow
Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, L.L.C., and (b) as managing member of SAB Capital Management, L.L.C., for itself and as the general partner of SAB Capital Management, L.P.
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Ex.
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Page No.
|
1
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Joint Acquisition Statement
|
11
|
2
|
Power of Attorney
|
12
|
Date: February 14, 2013
|
/s/ Brian Jackelow
Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, L.L.C., and (b) as managing member of SAB Capital Management, L.L.C., for itself and as the general partner of SAB Capital Management, L.P.
|
/s/ Scott A. Bommer | ||
Scott A. Bommer |