SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. __________)(1)
BANTA CORP.
------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
------------------------------------------------------
(Title of Class of Securities))
066821109
------------------------------------------------------
(CUSIP NUMBER)
Noah Greenhill, Esq.
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
September 14, 2006
------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 45 Pages)
--------------------------------------------------------------------------------
(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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. 066821109 13D Page 2 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Management, LLC 20-1901985
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,204,959
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,204,959
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,204,959
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.998%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 3 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge International LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
614,808
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
614,808
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
614,808
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.55%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 4 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Corporation
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
614,808
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
614,808
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
614,808
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.55%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
BD
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 5 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Event Driven/Relative Value Fund, L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
71,941
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
71,941
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
71,941
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.30%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 6 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Event Driven/Relative Value Fund, Ltd.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
488,609
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
488,609
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
488,609
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.03%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 7 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
11,401
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,401
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,401
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.05%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 8 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Master L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
614,808
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
614,808
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
614,808
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.55%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 9 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
614,808
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
614,808
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
614,808
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.55%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 10 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge GP, Ltd.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
626,209
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
626,209
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
626,209
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.60%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 11 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge GP, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
626,209
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
626,209
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
626,209
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.60%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 12 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Statistically Enhanced Equity Portfolio - U.S., L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
11,401
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,401
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,401
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.05%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 13 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Statistically Enhanced Equity Portfolio - U.S., Ltd.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
11,401
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,401
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,401
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.05%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 14 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Statistical Market Neutral Fund
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
18,200
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
18,200
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
18,200
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.08%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IV
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 15 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Glenn Dubin
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,204,959
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,204,959
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,204,959
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.998%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 16 of 45
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Henry Swieca
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,204,959
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,204,959
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,204,959
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.998%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 066821109 13D Page 17 of 45
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the Common Stock,
par value $.10 per share (the "Common Stock") of Banta Corp., a Wisconsin
corporation (the "Company"). The Company's principal executive offices are
located at 225 Main Street, Menasha, WI 54952.
Item 2. Identity and Background.
(a) This Statement is filed by:
(i) Highbridge Capital Management, LLC, a Delaware limited
liability company, which is the General Partner of Highbridge Event
Driven/Relative Value Fund, L.P., is the trading manager of Highbridge Capital
Corporation, Highbridge Capital L.P., Highbridge Master L.P., Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P., Highbridge Statistically
Enhanced Euity Portfolio - U.S., Ltd., Highbridge Event Driven/Relative Value
Fund, Ltd. and is the sub-advisor to Highbridge Statistical Market Neutral Fund;
(ii) Highbridge International LLC, a Cayman Islands limited
liability company, which is a subsidiary of Highbridge Master L.P., with respect
to the shares of Common Stock directly and beneficially owned by it;
(iii) Highbridge Capital Corporation, a Cayman Islands company,
which is a limited partner of Highbridge Master L.P.;
(iv) Highbridge Event Driven/Relative Value Fund, L.P., a
Delaware limited partnership, with respect to the shares of Common Stock
directly and beneficially owned by it;
(v) Highbridge Event Driven/Relative Value Fund, Ltd., a Cayman
Islands company, with respect to the shares of Common Stock directly and
beneficially owned by it;
(vi) Highbridge Statistically Enhanced Equity Master Fund - U.S.,
L.P., a [Delaware limited partnership], with respect to the shares of Common
Stock directly and beneficially owned by it;
(vii) Highbridge Master L.P., a Cayman Islands partnership;
(viii) Highbridge Capital L.P., a Delaware limited partnership,
which is a limited partner of Highbridge Master L.P.;
(ix) Highbridge GP, Ltd., a Cayman Islands company, which is the
general partner of Highbridge Master L.P. and Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P.;
(x) Highbridge GP, LLC, a Delaware limited liability company,
which is the general partner of Highbridge Capital L.P. and Highbridge
Statistically Enhanced Equity Portfolio - U.S., L.P.;
(xi) Highbridge Statistically Enhanced Equity Portfolio - U.S.,
L.P., a Delaware limited partnership, which is a limited partner of Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P.;
CUSIP No. 066821109 13D Page 18 of 45
(xii) Highbridge Statistically Enhanced Equity Portfolio - U.S.,
Ltd., a Cayman Islands company, which is a limited partner of Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P.;
(xiii) Highbridge Statistical Market Neutral Fund, a registered
investment company, with respect to the shares of Common Stock directly and
beneficially owned by it;
(xiv) Glenn Dubin, who serves as the co-CEO of Highbridge Capital
Management LLC; and
(xv) Henry Swieca, who serves as the co-CEO of Highbridge
Capital Management LLC.
The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The address of the principal business and principal office of
Highbridge Capital Management, LLC is 9 West 57th Street, 27th Floor, New York,
NY 10019. The address of the principal business and principal office of
Highbridge Event Driven/Relative Value Fund, L.P., Highbridge Event
Driven/Relative Value Fund, Ltd., Highbridge Statistically Enhanced Equity
Master Fund - U.S., L.P., Highbridge Capital, L.P., Highbridge GP, LLC,
Highbridge Statistically Enhanced Equity Portfolio - U.S., L.P., Highbridge
Statistical Market Neutral Fund, Glenn Dubin and Henry Swieca is c/o Highbridge
Capital Management, LLC is 9 West 57th Street, 27th Floor, New York, NY 10019.
The address of the principal business and principal office of Highbridge
International LLC and Highbridge Capital Corporation is The Cayman Corporate
Center, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West
Indies. The address of the principal business and principal office of Highbridge
Master L.P., Highbridge GP, Ltd. and Highbridge Statistically Enhanced Equity
Portfolio - U.S., Ltd. is c/o Harmonic Fund Services, The Cayman Corporate
Center, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West
Indies. The principal business addresses of the officers and directors of each
of Highbridge GP Ltd., Highbridge GP LLC, Highbridge Capital Corporation and
Highbridge Event Driven/Relative Value Fund Ltd. are set forth on Schedule A and
incorporated herein by reference.
(c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.
CUSIP No. 066821109 13D Page 19 of 45
The principal occupations of the officers and directors of each of Highbridge GP
Ltd., Highbridge GP LLC, Highbridge Capital Corporation, Highbridge Event
Driven/Relative Value Fund Ltd., Highbridge Statistically Enhanced Equity
Portfolio - U.S., Ltd. and Highbridge Statistical Market Neutral Fund are set
forth on and incorporated herein by reference.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
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.
(f) Highbridge Capital Management, LLC and Highbridge GP, LLC are each a
Delaware limited liability company. Highbridge International LLC is a Cayman
Islands limited liability company. Highbridge Capital Corporation, Highbridge
Event Driven/Relative Value Fund, Ltd., Highbridge GP, Ltd. and Highbridge
Statistically Enhanced Equity Portfolio - U.S., Ltd. are each a Cayman Islands
company. Highbridge Event Driven/Relative Value Fund, L.P., Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P., Highbridge Capital L.P.
and Highbridge Statistically Enhanced Equity Portfolio - U.S., L.P. are each a
Delaware limited partnership. Highbridge Master L.P. is a Cayman Islands
partnership. Highbridge Statistical Market Neutral Fund is an open-end,
management investment company formed as a statutory trust under the laws of the
State of Delaware. Glenn Dubin and Henry Swieca are each a citizen of the United
States.
Item 3. Source and Amount of Funds and Other Consideration.
The Common Stock purchased by Highbridge Event Driven/Relative Value Fund,
Ltd. was acquired with working capital in open market transactions at an
aggregate cost (including commissions, if any) of approximately $22,471,320. The
Common Stock purchased by Highbridge Event Driven/Relative Value Fund, L.P. was
acquired with working capital in open market transactions at an aggregate cost
(including commissions, if any) of approximately $3,308,214. The Common Stock
purchased by Highbridge International LLC was acquired with working capital in
open market transactions at an aggregate cost (including commissions, if any) of
approximately $26,896,794. The Common Stock purchased by Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P. was acquired with working
capital in open market transactions at an aggregate cost (including commissions,
if any) of approximately $514,762. The Common Stock purchased by Highbridge
Statistical Market Neutral Fund was acquired with working capital in open market
transactions at an aggregate cost (including commissions, if any) of
approximately $791,977.
Item 4. Purpose of the Transaction.
Each of the Reporting Entities acquired beneficial ownership of the shares
of Common Stock to which this Statement relates for investment purposes in the
ordinary course of business pursuant to the investment strategies of the Funds,
including risk arbitrage.
CUSIP No. 066821109 13D Page 20 of 42
Except as set forth in this Item 4, none of the Reporting Entities have
any present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D. Depending on various factors including, without limitation, the
terms of Cenveo, Inc.'s proposal to acquire the Company and any other offers or
developments that may occur relating thereto, the Company's financial position
and business strategy, the price levels of the shares of Common Stock,
conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Company as they deem appropriate including,
without limitation, voting their shares of Common Stock to support or oppose the
acquisition of the Company, tendering into an offer to purchase the Company's
Common Stock, purchasing additional shares of Common Stock or any of the
Company's debt or equity securities, selling or otherwise disposing of some or
all of their shares of Common Stock or any of the Company's debt or equity
securities, short selling or otherwise hedging some or all of their shares of
Common Stock or any of the Company's debt or equity securities, in each case, in
the open market or in privately negotiated transactions or otherwise, or
changing their intention with respect to any and all matters referred to in this
Item 4. The Reporting Persons intend to review their investment in the Company
on a continuing basis and may or may not engage in discussions with management
of the Company and/or any potential acquirer of the Company concerning the
business, operations and future plans of the Company.
Item 5. Interest in Securities of the Issuer.
A. Highbridge Capital Management, LLC
(a) As of September 14, 2006, Highbridge Capital Management, LLC may
be deemed the beneficial owner of (i) 492,967 shares of Common
Stock owned by Highbridge Event Driven/Relative Value Fund, Ltd.,
(ii) 72,583 shares of Common Stock owned by Highbridge Event
Driven/Relative Value Fund, L.P., (iii) 661,189 shares of Common
Stock owned by Highbridge International LLC, (iv) 11,401 shares
of Common Stock owned by Highbridge Statistically Enhanced Equity
Master Fund - U.S., L.P. and (v) 18,200 shares of Common Stock
owned by Highbridge Statistical Market Neutral Fund. Subsequent to
such date, (i) Highbridge International LLC sold an aggregate of
46,381 shares of Common Stock, (ii) Highbridge Event
Driven/Relative Value Fund, Ltd. sold an aggregagte of 4,358
shares of Common Stock and (iii) Highbridge Event Driven/Relative
Value Fund, L.P. sold an aggregate of 642 shares of Common Stock.
Percentage: Approximately 5.21% as of September 14, 2006. Based
on the subsequent sales of Common Stock by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
Ltd. and Highbridge Event Driven/Relative Fund Fund, L.P.,
as of the date hereof Highbridge Capital Management, LLC may be
deemed to be the beneficial owner of 1,204,959 shares of Common
Stock, representing an approximate ownership percentage of 4.998%.
The percentages used herein and in the rest of Item 5 are
calculated based upon 24,110,392 shares, which reflects the
number of shares of Common Stock outstanding as of July 18, 2006,
as reported in the Company's quarterly report on Form 10-Q filed
on August 9, 2006.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
CUSIP No. 066821109 13D Page 21 of 45
(c) Highbridge Capital Management, LLC did not enter into any
transactions in the Common Stock within the last sixty days. The
transactions in the Common Stock within the last sixty days by
Highbridge International LLC, Highbridge Event Driven/Relative
Value Fund, L.P., Highbridge Event Driven/Relative Value Fund,
Ltd., Highbridge Statistically Enhanced Equity Master Fund - U.S.,
L.P. and Highbridge Statistical Market Neutral Fund, which were
all in the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
B. Highbridge International LLC
(a) As of September 14, 2006, Highbridge International LLC may be
deemed the beneficial owner of 661,189 shares of Common Stock.
Subsequent to such date, Highbridge International LLC sold an
aggregate of 46,381 shares of Common Stock.
Percentage: Approximately 2.74% as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof, Highbridge International
LLC may be deemed to be the beneficial owner of 614,808 shares of
Common Stock, representing an approximate ownership percentage of
2.55%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See item
(a) above.
(c) The number of shares of Common Stock acquired by Highbridge
International LLC is set forth on Schedule B and is incorporated
herein by reference. Hoghbridge International LLC entered into
transaction in the Common Stock within the last sixty days which
are set forth on Schedule B.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
CUSIP No. 066821109 13D Page 22 of 45
C. Highbridge Capital Corporation
(a) As of September 14, 2006, Highbridge Capital Corporation may be
deemed the beneficial owner of 661,189 shares of Common Stock
owned by Highbridge International LLC. Subsequent to such date,
Highbridge International LLC sold an aggregate of 46,381 shares of
Common Stock.
Percentage: Approximately 2.74% as of September 14, 2006. Based
on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof, Highbridge Capital
Corporation may be deemed to be the beneficial owner of 614,808
shares of Common Stock, representing an approximate ownership
percentage of 2.55%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge Capital Corporation did not enter into any transactions
in the Common Stock within the last sixty days. The transactions
in the Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
D. Highbridge Event Driven/Relative Value Fund, L.P.
(a) As of September 14, 2006, Highbridge Event Driven/Relative Value
Fund, L.P. may be deemed the beneficial owner of 72,583 shares of
Common Stock. Subsequent to such date, Highbridge Event Driven/
Relative Value, L.P. sold an aggregate of 642 shares of Common
Stock.
Percentage: Approximately 0.30% as of September 14, 2006. Based
on the subsequent sales of Common Stock by Highbridge Event
Driven/Relative Value Fund, L.P., as of the date hereof Highbridge
Event Driven/Relative Value Fund, L.P. may be deemed to be the
beneficial owner of 71,941 shares of Common Stock, representing
an appropriate ownership percentage of 0.30%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) The number of shares of Common Stock acquired by Highbridge Event
Driven/Relative Value Fund, L.P. is set forth on Schedule B and
is incorporated herein by reference. Highbridge Event
Driven/Relative Value Fund,
CUSIP No. 066821109 13D Page 23 of 45
L.P. entered into transaction in the Common Stock within the last
sixty days which are set forth on Schedule B.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
E. Highbridge Event Driven/Relative Value Fund, Ltd.
(a) As of September 14, 2006, Highbridge Event Driven/Relative Value
Fund, Ltd. may be deemed the beneficial owner of 492,967 shares
of Common Stock. Subsequent to such date, Highbridge Event
Driven/Relative Value Fund, Ltd. sold an aggregate of 4,358 shares
of Common Stock.
Percentage: Approximately 2.04% as of September 14, 2006. Based
on the subsequent sales of Common Stock by Highbridge Event
Driven/Relative Value Fund, Ltd., as of the date hereof Highbridge
Event Driven/Relative Value Fund, Ltd. may be deemed to be the
beneficial owner of 488,609 shares of Common Stock, representing
an approximate ownership percentage of 2.03%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) The number of shares of Common Stock acquired by Highbridge Event
Driven/Relative Value Fund, Ltd. is set forth on Schedule B and
is incorporated herein by reference. Highbridge Event
Driven/Relative Value Fund, Ltd. entered into transaction in the
Common Stock within the last sixty days which are set forth on
Schedule B.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
F. Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
(a) As of the date hereof, Highbridge Statistically Enhanced Equity
Master Fund - U.S., L.P. may be deemed the beneficial owner of
11,401 shares of Common Stock.
Percentage: Approximately 0.05%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
CUSIP No. 066821109 13D Page 24 of 45
(c) The number of shares of Common Stock acquired by Highbridge
Statistically Enhanced Equity Master Fund - U.S., L.P. is set
forth on Schedule B and is incorporated herein by reference.
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
entered into transaction in the Common Stock within the last sixty
days which are set forth on Schedule B.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
G. Highbridge Master L.P.
(a) As of September 14, 2006, Highbridge Master L.P. may be deemed
the beneficial owner of 661,189 shares of Common Stock owned by
Highbridge International LLC. Subsequent to such date, Highbridge
International LLC sold an aggregate of 46,381 shares of Common
Stock.
Percentage: Approximately 2.74% as of as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof Highbridge Master L.P.
may be deemed to be the beneficial owner of 614,808 shares of
Common Stock, representing an approximate ownership percentage of
2.55%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge Master L.P. did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
CUSIP No. 066821109 13D Page 25 of 45
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
H. Highbridge Capital L.P.
(a) As of September 14, 2006, Highbridge Capital L.P. may be deemed
the beneficial owner of 661,189 shares of Common Stock owned by
Highbridge International LLC. Subsequent to such date, Highbridge
International LLC sold an aggregate of 46,381 shares of Common
Stock.
Percentage: Approximately 2.74% as of as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof, Highbridge Capital L.P.
may be deemed to be the beneficial owner of 614,808 shares of
Common Stock, representing an approximate ownership percentage of
2.55%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge Capital L.P. did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
I. Highbridge GP, Ltd.
(a) As of September 14, 2006, Highbridge GP, Ltd. may be deemed the
beneficial owner of (i) 661,189 shares of Common Stock owned by
Highbridge International LLC, and (ii) 11,401 shares of Common
Stock owned by Highbridge Statistically Enhanced Equity Master
Fund-U.S., L.P. Subsequent to such date, Highbridge International
LLC sold an aggregate of 46,381 shares of Common Stock.
Percentage: Approximately 2.79% as of as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof, Highbridge GP, Ltd. may
CUSIP No. 066821109 13D Page 26 of 45
be deemed to be the beneficial owner of 626,209 shares of Common
Stock, representing an approximate ownership percentage of 2.60%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge GP, Ltd. did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
Highbridge Statistically Enhanced Equity Master Fund U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are incorporated
herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
J. Highbridge GP, LLC
(a) As of September 14, 2006, Highbridge GP, LLC may be deemed the
beneficial owner of (i) 661,189 shares of Common Stock owned by
Highbridge International LLC, and (ii) 11,401 shares of Common
Stock owned by Highbridge Statistically Enhanced Equity Master
Fund-U.S., L.P. Subsequent to such date, Highbridge International
LLC sold an aggregate of 46,381 shares of Common Stock
Percentage: Approximately 2.79% as of as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, as of the date hereof, Highbridge GP, LLC may
be deemed to be the beneficial owner of 626,209 shares of Common
Stock, representing an approximate ownership percentage of 2.60%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge GP, LLC did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
CUSIP No. 066821109 13D Page 27 of 42
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
K. Highbridge Statistically Enhanced Equity Portfolio - U.S., L.P.
(a) As of the date hereof, Highbridge Statistically Enhanced
Equity Portfolio - U.S., L.P. may be deemed the beneficial owner
of 11,401 shares of Common Stock owned by Highbridge Statistically
Enhanced Equity Master Fund - U.S., L.P.
Percentage: Approximately 0.05%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge Statistically Enhanced Equity Portfolio - U.S., L.P.
did not enter into any transactions in the Common Stock within the
last sixty days. The transactions in the Common Stock within the
last sixty days by Highbridge International LLC, Highbridge Event
Driven/Relative Value Fund, L.P., Highbridge Event Driven/Relative
Value Fund, Ltd., Highbridge Statistically Enhanced Equity Master
Fund - U.S., L.P. and Highbridge Statistical Market Neutral Fund,
which were all in the open market, are set forth in Schedule B,
and are incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
L. Highbridge Statistically Enhanced Equity Portfolio - U.S., Ltd.
(a) As of the date hereof, Highbridge Statistically Enhanced
Equity Portfolio - U.S., Ltd. may be deemed the beneficial owner
of 11,401 shares of Common Stock owned by Highbridge Statistically
Enhanced Equity Master Fund - U.S., L.P.
Percentage: Approximately 0.05%.
CUSIP No. 066821109 13D Page 28 of 45
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Highbridge Statistically Enhanced Equity Portfolio - U.S., Ltd.
did not enter into any transactions in the Common Stock within the
last sixty days. The transactions in the Common Stock within the
last sixty days by Highbridge International LLC, Highbridge Event
Driven/Relative Value Fund, L.P., Highbridge Event Driven/Relative
Value Fund, Ltd., Highbridge Statistically Enhanced Equity Master
Fund - U.S., L.P. and Highbridge Statistical Market Neutral Fund,
which were all in the open market, are set forth in Schedule B,
and are incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
M. Highbridge Statistical Market Neutral Fund
(a) As of the date hereof, Highbridge Statistical Market Neutral Fund
may be deemed the beneficial owner of 18,200 shares of Common
Stock.
Percentage: Approximately 0.08%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) The number of shares of Common Stock acquired by Highbridge
Statistical Market Neutral Fund is set forth on Schedule B and is
incorporated herein by reference. Highbridge Statistical Market
Neutral Fund entered into transaction in the Common Stock within
the last sixty days which are set forth on Schedule B.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
N. Glenn Dubin
CUSIP No. 066821109 13D Page 29 of 42
(a) As of September 14, 2006, Glenn Dubin may be deemed the
beneficial owner of (i) 492,967 shares of Common Stock owned by
Highbridge Event Driven/Relative Value Fund, Ltd., (ii) 72,583
shares of Common Stock owned by Highbridge Event Driven/Relative
Value Fund, L.P., (iii) 661,189 shares of Common Stock owned by
Highbridge International LLC, (iv) 11,401 shares of Common Stock
owned by Highbridge Statistically Enhanced Equity Master
Fund-U.S., L.P. and (v) 18,200 shares of Common Stock owned by
Highbridge Statistical Market Neutral Fund. Subsequent to such
date, (i) Highbridge International LLC sold an aggregate of
46,381 shares of Common Stock, (ii) Highbridge Event
Driven/Relative Value Fund, Ltd. sold an aggregate of 4,358
shares of Common Stock and (iii) Highbridge Event Driven/Relative
Value Fund, L.P. sold an aggregate of 642 shares of Common Stock.
Percentage: Approximately 5.21% as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
Ltd. and Highbridge Event Driven/Relative Value Fund, L.P., as of
the date hereof Highbridge Capital Management, LLC may be deemed
to be the beneficial owner of 1,204,959 shares of Common Stock,
representing an approximate ownership percentage of 4.998%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Glenn Dubin did not enter into any transactions in the Common
Stock within the last sixty days. The transactions in the Common
Stock within the last sixty days by Highbridge International LLC,
Highbridge Event Driven/Relative Value Fund, L.P., Highbridge
Event Driven/Relative Value Fund, Ltd., Highbridge Statistically
Enhanced Equity Master Fund - U.S., L.P. and Highbridge
Statistical Market Neutral Fund, which were all in the open
market, are set forth in Schedule B, and are incorporated herein
by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
O. Henry Swieca
(a) As of September 14, 2006, Henry Swieca may be deemed the
beneficial owner of (i) 492,967 shares of Common Stock owned by
Highbridge Event Driven/Relative Value Fund, Ltd., (ii) 72,583
shares of Common Stock owned by Highbridge Event Driven/Relative
Value Fund, L.P., (iii) 661,189 shares of Common Stock owned by
Highbridge International LLC, (iv) 11,401 shares of Common Stock
owned by Highbridge Statistically Enhanced Equity Master
Fund - U.S., L.P. and (v) 18,200 shares of Common Stock owned by
Highbridge Statistical Market Neutral Fund. Subsequent to such
date, (i) Highbridge International LLC sold an aggregate of
46,381 shares of Common Stock, (ii) Highbridge Event
Driven/Relative Value Fund, Ltd. sold an aggregate of 4,358
shares of Common Stock and (iii) Highbridge Event Driven/Relative
Value Fund, L.P. sold an aggregate of 642 shares of Common Stock.
CUSIP No. 066821109 13D Page 30 of 45
Percentage: Approximately 5.21% as of as of September 14, 2006.
Based on the subsequent sales of Common Stock by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
Ltd. and Highbridge Event Driven/Relative Value Fund, L.P. as of
the date hereof, Highbridge Capital Management, LLC may be deemed
to be the beneficial owner of 1,204,959 shares of Common Stock,
representing an approximate ownership percentage of 4.998%.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See
item (a) above.
(c) Henry Swieca did not enter into any transactions in the
Common Stock within the last sixty days. The transactions in the
Common Stock within the last sixty days by Highbridge
International LLC, Highbridge Event Driven/Relative Value Fund,
L.P., Highbridge Event Driven/Relative Value Fund, Ltd.,
Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund, which were all in
the open market, are set forth in Schedule B, and are
incorporated herein by reference.
(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, such shares of the Common
Stock.
(e) The Reporting Persons ceased to be the beneficial owner of five
percent or more of the Company's Common Stock on September 21,
2006.
The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of Common Shares owned by another
Reporting Person. In addition, each of Highbridge Capital Management, LLC,
Highbridge Capital Corporation, Highbridge Master L.P., Highbridge Capital L.P.,
Highbridge GP, Ltd., Highbridge GP, LLC, Highbridge Statistically Enhanced
Equity Portfolio - U.S., L.P., Highbridge Statistically Enhanced Equity
Portfolio - U.S., Ltd., Glenn Dubin, and Henry Swieca disclaims beneficial
ownership of Common Shares owned by Highbridge International LLC, Highbridge
Event Driven/Relative Value Fund, L.P., Highbridge Event Driven/Relative Value
Fund, Ltd., Highbridge Statistically Enhanced Equity Master Fund - U.S., L.P.
and Highbridge Statistical Market Neutral Fund.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As of the date hereof, other than the Joint Acquisition Statement attached
as Exhibit 1 hereto, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof and
between such persons and any person (other than the Company) with respect to any
securities of the Company.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
CUSIP No. 066821109 13D Page 31 of 45
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, citizenship, principal occupation,
position and address of each director and executive officer of the applicable
Reporting Persons. To the best of the Reporting Persons' knowledge, except as
set forth in this statement on Schedule 13D, none of the following individuals
owns any Shares.
HIGHBRIDGE CAPITAL CORPORATION
Glenn Dubin is a citizen of the United States of America. His principal
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a
Director of Highbridge Capital Corporation. His business address is Highbridge
Capital Management Inc., 9 West 57th Street, New York, NY 10153.
Henry Swieca is a citizen of the United States of America. His principal
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a
Director of Highbridge Capital Corporation. His business address is Highbridge
Capital Management Inc., 9 West 57th Street, New York, NY 10153.
Clive Harris is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Capital Corporation.
His business address is 30142 SMB Grand Cayman, Cayman Islands, British West
Indies.
Michael Austin is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Capital Corporation.
His business address is PO Box 692, George Town, Grand Cayman, Cayman Islands,
British West Indies.
Alberto Benbassat is a citizen of Switzerland. His principal occupation is
Managing Partner of Genevalor, Benbassat & Cie, and he is a Director of
Highbridge Capital Corporation. His business address is Highbridge Capital
Corporation, The Cayman Corporate Center, 4th Floor, 27 Hospital Road, George
Town, Grand Cayman, Cayman Islands, British West Indies.
Bernard Loze is a citizen of Switzerland. His principal occupation is Chairman
of Loze & Associates, and he is a Director of Highbridge Capital Corporation.
His business address is Highbridge Capital Corporation, The Cayman Corporate
Center, 4th Floor, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands,
British West Indies.
Julio Mario Santo Domingo is a citizen of Columbia and Brazil. His principal
occupation is President of Alpha Asset Management, S.A., and he is a Director of
Highbridge Capital Corporation. His business address is Highbridge Capital
Corporation, The Cayman Corporate Center, 4th Floor, 27 Hospital Road, George
Town, Grand Cayman, Cayman Islands, British West Indies.
HIGHBRIDGE GP, LTD.
Clive Harris is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge GP, Ltd. His business
address is 30142 SMB Grand Cayman, Cayman Islands, British West Indies.
Michael Austin is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge GP, Ltd. His business
address is PO Box 692, George Town, Grand Cayman, Cayman Islands, British West
Indies.
CUSIP No. 066821109 13D Page 32 of 45
HIGHBRIDGE GP, LLC
Clive Harris is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge GP, LLC. His business
address is 30142 SMB Grand Cayman, Cayman Islands, British West Indies.
Michael Austin is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge GP, LLC. His business
address is PO Box 692, George Town, Grand Cayman, Cayman Islands, British West
Indies.
HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE FUND, LTD.
Clive Harris is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Event Driven/Relative
Value Fund, Ltd. His business address is 30142 SMB Grand Cayman, Cayman Islands,
British West Indies.
Michael Austin is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Event Driven/Relative
Value Fund, Ltd. His business address is PO Box 692, George Town, Grand Cayman,
Cayman Islands, British West Indies.
Henry Swieca is a citizen of the United States of America. His principal
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a
Director of Highbridge Event Driven/Relative Value Fund, Ltd. His business
address is Highbridge Capital Management Inc., 9 West 57th Street, New York, NY
10153.
HIGHBRIDGE STATISTICALLY ENHANCED EQUITY PORTFOLIO-U.S., LTD.
Clive Harris is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Statistically Enhanced
Equity Portfolio - U.S., Ltd. His business address is 30142 SMB Grand Cayman,
Cayman Islands, British West Indies.
Michael Austin is a citizen of Cayman Islands. His principal occupation is
chartered accountant, and he is a Director of Highbridge Statistically Enhanced
Equity Portfolio - U.S., Ltd. His business address is PO Box 692, George Town,
Grand Cayman, Cayman Islands, British West Indies.
Glenn Dubin is a citizen of the United States of America. His principal
occupation is Co-Chairman of Highbridge Capital Management, Inc., and he is a
Director of Highbridge Statistically Enhanced Equity Portfolio - U.S., Ltd. His
business address is Highbridge Capital Management Inc., 9 West 57th Street, New
York, NY 10153.
HIGHBRIDGE STATISTICAL MARKET NEUTRAL FUND
The names of the officers of the Fund, together with their year of birth,
information regarding their positions held with the Fund and principal
occupation are shown below. The contact address for each of the officers, unless
otherwise noted, is 522 Fifth Avenue, New York, NY 10036.
NAME (YEAR OF BIRTH),
POSITIONS HELD PRINCIPAL OCCUPATION
WITH THE FUND (SINCE) DURING PAST 5 YEARS
George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management
President (2005) Inc.; Director and President, JPMorgan Distribution
Services, Inc. and JPMorgan Funds Management, Inc.
since 2005. Mr. Gatch is CEO and President of
JPMorgan Funds. Mr. Gatch has been an employee of
JPMorgan since 1986 and has held positions such as
President and CEO of DKB Morgan, a Japanese mutual
fund company which was a joint venture between J.P.
Morgan and Dai-Ichi Kangyo Bank, as well as
positions in business management, marketing and
sales.
Robert L. Young (1963), Director and Vice President of JPMorgan Distribution
Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.;
(2005)* Chief Operating Officer, JPMorgan Funds since 2005,
and One Group Mutual Funds from 2001 until 2005. Mr.
Young was Vice President and Treasurer, JPMorgan
Funds Management, Inc. (former One Group
Administrative Services) and Vice President and
Treasurer, JPMorgan Distribution Services, Inc.
(formerly One Group Dealer Services, Inc.) from 1999
to 2005.
Patricia A. Maleski Vice President, JPMorgan Funds Management, Inc.;
(1960), Vice President previously, Treasurer, JP Morgan Funds and Head of
and Chief Administrative Funds Administration and Board Liaison. Ms. Maleski
Officer (2005) was Vice President of Finance for the Pierpont
Group, Inc. from 1996-2001, an independent company
owned by the Board of Directors/Trustees of the
JPMorgan Funds, prior to joining J.P. Morgan chase &
Co. in 2001.
Stephanie J. Dorsey Vice President, JPMorgan Funds Management, Inc.;
(1969), Director of Mutual Fund Administration, JPMorgan
Treasurer (2005)* Funds Management, Inc. (formerly One Group
Administrative Services), from 2004 to 2005; Ms.
Dorsey worked for JP Morgan Chase & Co., (former
Bank One Corporation) from 2003 to 2004; prior to
joining Bank One Corporation, she was a Senior
Manager specializing in Financial Services audits at
PricewaterhouseCoopers LLP from 1992 through 2002.
Stephen M. Ungerman Senior Senior Vice President, JPMorgan Chase & Co.;
(1953), Senior Vice Mr. Ungerman was head of Fund Administration -
President and Chief Pooled Vehicles from 2000 to 2004. Mr. Ungerman held
Compliance Office (2005) a number of positions in Prudential Financial's
asset management business prior to 2000.
Paul L. Gulinello (1950), Vice President and Anti-Money Laundering Compliance
AML Compliance Officer Officer for JPMorgan Asset Management Americas,
2005) additionally responsible for personal trading and
compliance testing since 2004; Treasury Services
Operating Risk Management and Compliance Executive
supporting all JPMorgan Treasury Services business
units from July 2000 to 2004.
Stephen M. Benham (1959), Vice President and Assistant General Counsel,
Secretary (2005) JPMorgan Chase & Co. since 2004; Vice President
(Legal Advisory) of Merrill Lynch Investment
Managers, L.P. from 2000 to 2004; attorney
associated with Kirkpatrick and Lockhart LLP from
1997 to 2000.
Elizabeth A. Davin Vice President and Assistant General Counsel,
(1964), Assistant JPMorgan Chase & Co. since 2005; Senior Counsel,
Secretary (2005)* JPMorgan Chase & Co. (former Bank One Corporation)
from 2004-2005; Assistant General Counsel and
Associate General Counsel and Vice President,
Gartmore Global Investments, Inc. from 1999 to 2004.
Jessica K. Ditullio Vice President and Assistant General Counsel,
(1962), Assistant JPMorgan Chase & Co. since 2005; Ms. Ditullio has
Secretary (2005)* served as and attorney with various titles from JP
Morgan Chase & Co. (formerly Bank One Corporation)
since 1990.
Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and
Assistant Secretary JPMorgan Distribution Services, Inc.; From 1999-2005
(2005)* Director, Mutual Fund Administration, JPMorgan Funds
Management, Inc. (formerly One Group Administrative
Services, Inc.) and Senior Project Manager, Mutual
Funds JPMorgan Distribution Services, Inc. (formerly
One Group Dealer Services, Inc.).
Ellen W. O'Brien (1957) Assistant Vice President, JPMorgan Investor
Assistant Secretary Services, Co., responsible for Blue Sky
2005)** registration. Ms. O'Brien has served in this
capacity since joining the firm in 1991.
Suzanne E. Cioffi (1967), Vice President JPMorgan Funds Management, Inc.,
Assistant Treasurer (2005) responsible for mutual fund financial reporting. Ms.
Cioffi has overseen various fund accounting, custody
and administration conversion projects during the
past five years.
Christopher D. Walsh Vice President, JPMorgan Funds Management, Inc., Mr.
(1965), Assistant Walsh has managed all aspects of institutional and
Treasurer (2005) retail mutual fund administration and vendor
relationships within the mutual funds,
commingled/ERISA funds, 3(c)(7) funds, hedge funds
and LLC products. Mr. Walsh was a director of Mutual
Fund Administration at Prudential Investments from
1996 to 2000.
Arthur A. Jensen (1966), Vice President, JP Morgan Funds Management, Inc.
Assistant Treasurer since April 2005; formerly, Vice President of
2005)* Financial Services of BISYS Fund Services, Inc. from
2001 until 2005; Mr. Jensen was Section Manager of
Northern Trust Company and Accounting Supervisor at
Allstate Insurance Company prior to 2001.
-----------------------
* The contact address for the officer is 1111 Polaris Parkway, Columbus, OH
43271.
** The contact address for the officer is 73 Tremont Street, Floor 1,
Boston, MA 02108.
CUSIP No. 066821109 13D Page 33 of 45
Schedule B
Purchases and Sales of Common Stock
DATE OF PURCHASE PRICE
PURCHASER TRANSACTION AMOUNT(1) PER UNIT
--------- ----------- --------- --------
Balance Fwd: 26,917.00
Highbridge International LLC 7/26/2006 -14,614.00 37.3011
Highbridge International LLC 7/27/2006 -2,100.00 36.7843
Highbridge International LLC 7/31/2006 7,700.00 35.476
Highbridge International LLC 8/01/2006 1,400.00 35.0386
Highbridge International LLC 8/02/2006 1,200.00 35.1767
Highbridge International LLC 8/03/2006 100.00 34.72
Highbridge International LLC 8/03/2006 -200.00 35.18
Highbridge International LLC 8/04/2006 700.00 34.971429
Highbridge International LLC 8/07/2006 3,350.00 34.4224
Highbridge International LLC 8/08/2006 4,400.00 34.2289
Highbridge International LLC 8/09/2006 -2,000.00 46.106
Highbridge International LLC 8/09/2006 34,300.00 45.7587
Highbridge International LLC 8/09/2006 290,000.00 45.981305
Highbridge International LLC 8/10/2006 24,999.00 45.45534
Highbridge International LLC 8/11/2006 12,950.00 45.88
Highbridge International LLC 8/11/2006 37,050.00 45.765331
Highbridge International LLC 8/15/2006 50,000.00 45.88758
Highbridge International LLC 8/16/2006 50,000.00 45.99627
Highbridge International LLC 8/16/2006 17,540.00 45.98
Highbridge International LLC 8/17/2006 14,846.00 45.8285
Highbridge International LLC 8/18/2006 800.00 45.94875
Highbridge International LLC 8/21/2006 2,700.00 45.9822
Highbridge International LLC 8/22/2006 400.00 46.07
Highbridge International LLC 9/01/2006 -100.00 47.23
Highbridge International LLC 9/05/2006 -1,000.00 47.492
Highbridge International LLC 9/06/2006 -400.00 47.1375
Highbridge International LLC 9/07/2006 -300.00 47.16
Highbridge International LLC 9/11/2006 951.00 46.444737
Highbridge International LLC 9/14/2006 26,500.00 46.06
Highbridge International LLC 9/14/2006 73,100.00 46.394172
Highbridge International LLC 9/19/2006 -3,890.00 47.3331
Highbridge International LLC 9/20/2006 -37,491.00 47.4036
Highbridge International LLC 9/21/2006 -5,000.00 47.68
----------
Total 614,808.00
==========
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/09/2006 252,277.00 45.981305
CUSIP No. 066821109 13D Page 34 of 45
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/10/2006 21,748.00 45.45534
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/11/2006 11,265.00 45.88
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/11/2006 32.231.00 45.765331
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/15/2006 43,496.00 45.88758
Highbridge Event Driven/
Relative Value Fund, Ltd. 8/16/2006 43,496.00 45.99627
Highbridge Event Driven/
Relative Value Fund, Ltd. 9/11/2006 938.00 46.444737
Highbridge Event Driven/
Relative Value Fund, Ltd. 9/14/2006 23,285.00 46.06
Highbridge Event Driven/
Relative Value Fund, Ltd. 9/14/2006 64,231.00 46.394172
Highbridge Event
Driven/Relative Value Fund, Ltd. 9/21/2006 -4,358.00 47.68
----------
Total 488,609.00
==========
Highbridge Event Driven/
Relative Value Fund, L.P. 8/09/2006 37,723.00 45.981305
Highbridge Event Driven/
Relative Value Fund, L.P. 8/10/2006 3,253.00 45.45534
Highbridge Event Driven/
Relative Value Fund, L.P. 8/11/2006 1,685.00 45.88
Highbridge Event Driven/
Relative Value Fund, L.P. 8/11/2006 4,819.00 45.765331
Highbridge Event Driven/
Relative Value Fund, L.P. 8/15/2006 6,504.00 45.88758
Highbridge Event Driven/
Relative Value Fund, L.P. 8/16/2006 6,504.00 45.99627
Highbridge Event Driven/
Relative Value Fund, L.P. 9/11/2006 11.00 46.444737
Highbridge Event Driven/
Relative Value Fund, L.P. 9/14/2006 3,215.00 46.06
CUSIP No. 066821109 13D Page 35 of 45
Highbridge Event Driven/
Relative Value Fund, L.P. 9/14/2006 8,869.00 46.394172
Highbridge Event
Driven/Relative Value Fund, L.P. 9/21/2006 -642.00 47.68
----------
Total 71,941.00
==========
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/11/2006 1,500.00 45.74
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/14/2006 4,300.00 45.7086
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/15/2006 4,100.00 45.8363
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/16/2006 7,600.00 45.9082
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/21/2006 500.00 46.09
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 8/24/2006 200.00 46.215
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 9/08/2006 -2,900.00 47.1621
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 9/11/2006 -600.00 46.92
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 9/12/2006 -100.00 47.4
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 9/13/2006 -200.00 47.08
Highbridge Statistically Enhanced
Equity Master Fund - U.S., L.P. 9/14/2006 -3,000.00 46.8153
----------
Total 11,400.00
==========
Highbridge Statistical Market
Neutral Fund 6/27/2006 100.00 44.89
Highbridge Statistical Market
Neutral Fund 6/28/2006 100.00 43.89
Highbridge Statistical Market
Neutral Fund 6/28/2006 100.00 44.29
Highbridge Statistical Market
Neutral Fund 6/28/2006 100.00 44.11
CUSIP No. 066821109 13D Page 36 of 45
Highbridge Statistical Market
Neutral Fund 6/28/2006 100.00 44.12
Highbridge Statistical Market
Neutral Fund 6/28/2006 100.00 44.54
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 44.95
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 44.88
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 45.17
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 45.17
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 45.17
Highbridge Statistical Market
Neutral Fund 6/29/2006 100.00 45.28
Highbridge Statistical Market
Neutral Fund 7/13/2006 100.00 44.57
Highbridge Statistical Market
Neutral Fund 7/18/2006 100.00 43.36
Highbridge Statistical Market
Neutral Fund 7/18/2006 100.00 43.44
Highbridge Statistical Market
Neutral Fund 7/18/2006 100.00 43.41
Highbridge Statistical Market
Neutral Fund 7/19/2006 2,400.00 0
Highbridge Statistical Market
Neutral Fund 7/19/2006 -2,400.00 0.18
Highbridge Statistical Market
Neutral Fund 8/10/2006 200.00 45.58
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.56
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.61
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.57
Highbridge Statistical Market
Neutral Fund 8/10/2006 2,000.00 45.59
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.53
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.54
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.53
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.53
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.55
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.55
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.5
Highbridge Statistical Market
Neutral Fund 8/10/2006 200.00 45.5
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 200.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.52
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.52
CUSIP No. 066821109 13D Page 37 of 45
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.54
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.53
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.52
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.52
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.49
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.51
Highbridge Statistical Market
Neutral Fund 8/10/2006 200.00 45.52
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.58
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.66
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.7
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.74
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 37.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 100.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 63.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.76
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.75
Highbridge Statistical Market
Neutral Fund 8/10/2006 300.00 45.73
Highbridge Statistical Market
Neutral Fund 8/14/2006 200.00 45.78
Highbridge Statistical Market
Neutral Fund 8/14/2006 200.00 45.78
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.76
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.76
Highbridge Statistical Market
Neutral Fund 8/14/2006 400.00 45.6
Highbridge Statistical Market
Neutral Fund 8/14/2006 300.00 45.66
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.66
CUSIP No. 066821109 13D Page 38 of 45
Highbridge Statistical Market
Neutral Fund 8/14/2006 400.00 45.67
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.81
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.81
Highbridge Statistical Market
Neutral Fund 8/14/2006 100.00 45.82
Highbridge Statistical Market
Neutral Fund 8/14/2006 300.00 45.82
Highbridge Statistical Market
Neutral Fund 8/14/2006 400.00 45.8
Highbridge Statistical
Market Neutral Fund 8/16/2006 400.00 45.99
Highbridge Statistical
Market Neutral Fund 8/25/2006 200.00 46.2
Highbridge Statistical Market
Neutral Fund 8/25/2006 200.00 46.15
Highbridge Statistical
Market Neutral Fund 8/25/2006 100.00 46.24
Highbridge Statistical Market
Neutral Fund 8/25/2006 200.00 46.25
----------
Total 17,400.00
==========
(1) A positive amount indicates a purchase of such amount. A negative amount
indicates a sale of such amount.
CUSIP No. 066821109 13D Page 39 of 45
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: September 25, 2006
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL L.P.
By: Highbridge Capital Management, LLC By: Highbridge GP, LLC
its Trading Manager its General Partner
By: /s/ Carolyn Rubin By: /s/ Clive Harris
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Clive Harris
Title: Managing Director Title: Director
HIGHBRIDGE CAPITAL CORPORATION HIGHBRIDGE GP, LTD.
By: Highbridge Capital Management, LLC
its Trading Manager By: /s/ Clive Harris
-----------------------------
Name: Clive Harris
Title: Director
By: /s/ Carolyn Rubin
--------------------------------
Name: Carolyn Rubin
Title: Managing Director
HIGHBRIDGE MASTER L.P. HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge GP, Ltd.
its General Partner By: /s/ Carolyn Rubin
-----------------------------
Name: Carolyn Rubin
Title: Managing Director
By: /s/ Clive Harris
--------------------------------
Name: Clive Harris
Title: Director
HIGHBRIDGE GP, LLC /s/ Henry Swieca
-----------------------------
HENRY SWIECA
By: /s/ Clive Harris
--------------------------------
Name: Clive Harris
Title: Director
HIGHBRIDGE STATISTICALLY ENHANCED
/s/ Glenn Dubin EQUITY PORTFOLIO - U.S., L.P.
--------------------------------
GLENN DUBIN
By: /s/ Clive Harris
-----------------------------
Name: Clive Harris
Title: Director
CUSIP No. 066821109 13D Page 40 of 45
HIGHBRIDGE STATISTICALLY ENHANCED EQUITY HIGHBRIDGE STATISTICALLY ENHANCED
EQUITY PORTFOLIO - U.S., LTD EQUITY MASTER FUND - U.S., L.P.
By: /s/ Carolyn Rubin By: /s/ Clive Harris
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Clive Harris
Title: Managing Director Title: Director
HIGHBRIDGE STATISTICAL MARKET NEUTRAL HIGHBRIDGE EVENT DRIVEN/RELATIVE
FUND VALUE FUND, LTD.
By: Highbridge Capital Management, By: Highbridge Capital Management,
LLC, its sub-advisor LLC, its Trading Manager
By: /s/ Carolyn Rubin By: /s/ Carolyn Rubin
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Carolyn Rubin
Title: Managing Director Title: Deputy General Counsel
HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE
FUND, L.P.
By: Highbridge Capital Management, LLC,
its General Partner
By: /s/ Carolyn Rubin
-----------------------------
Name: Carolyn Rubin
Title: Deputy General Counsel
CUSIP No. 066821109 13D Page 41 of 45
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED: September 25, 2006
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL L.P.
By: Highbridge Capital Management, LLC By: Highbridge GP, LLC
its Trading Manager its General Partner
By: /s/ Carolyn Rubin By: /s/ Clive Harris
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Clive Harris
Title: Managing Director Title: Director
HIGHBRIDGE CAPITAL CORPORATION HIGHBRIDGE GP, LTD.
By: Highbridge Capital Management, LLC
its Trading Manager By: /s/ Clive Harris
-----------------------------
Name: Clive Harris
Title: Director
By: /s/ Carolyn Rubin
--------------------------------
Name: Carolyn Rubin
Title: Managing Director
HIGHBRIDGE MASTER L.P. HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge GP, Ltd.
its General Partner By: /s/ Carolyn Rubin
-----------------------------
Name: Carolyn Rubin
Title: Managing Director
By: /s/ Clive Harris
--------------------------------
Name: Clive Harris
Title: Director
HIGHBRIDGE GP, LLC /s/ Henry Swieca
-----------------------------
HENRY SWIECA
By: /s/ Clive Harris
--------------------------------
Name: Clive Harris
Title: Director
CUSIP No. 066821109 13D Page 42 of 45
HIGHBRIDGE STATISTICALLY ENHANCED
/s/ Glenn Dubin EQUITY PORTFOLIO - U.S., L.P.
--------------------------------
GLENN DUBIN
By: /s/ Clive Harris
-----------------------------
Name: Clive Harris
Title: Director
HIGHBRIDGE STATISTICALLY ENHANCED EQUITY HIGHBRIDGE STATISTICALLY ENHANCED
EQUITY PORTFOLIO - U.S., LTD EQUITY MASTER FUND - U.S., L.P.
By: /s/ Carolyn Rubin By: /s/ Clive Harris
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Clive Harris
Title: Managing Director Title: Director
HIGHBRIDGE STATISTICAL MARKET NEUTRAL HIGHBRIDGE EVENT DRIVEN/RELATIVE
FUND VALUE FUND, LTD.
By: Highbridge Capital Management, By: Highbridge Capital Management,
LLC, its sub-advisor LLC, its Trading Manager
By: /s/ Carolyn Rubin By: /s/ Carolyn Rubin
-------------------------------- -----------------------------
Name: Carolyn Rubin Name: Carolyn Rubin
Title: Managing Director Title: Deputy General Counsel
HIGHBRIDGE EVENT DRIVEN/RELATIVE VALUE
FUND, L.P.
By: Highbridge Capital Management, LLC,
its General Partner
By: /s/ Carolyn Rubin
--------------------------------
Name: Carolyn Rubin
Title: Deputy General Counsel