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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
See Footnotes 1,2,3,4,5, and 6 | |||
D. E. SHAW & CO, L.P. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
See Footnotes 1,2,3,4,5, and 6 | |||
D. E. SHAW & CO, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
See Footnotes 1,2,3,4,5, and 6 | |||
D. E. Shaw Valence Portfolios, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
See Footnotes 1,2,3,4,5, and 6 | |||
SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK, NY 10036 |
See Footnotes 1,2,3,4,5, and 6 |
D. E. SHAW LAMINAR PORTFOLIOS, L. L. C. By: D. E. Shaw & Co., L. L. C. as managing member Name: Julius Gaudio Title: Managing Director | 12/14/2006 | |
**Signature of Reporting Person | Date | |
D. E. SHAW & CO., L.P. Name: Julius Gaudio Title: Managing Director | 12/14/2006 | |
**Signature of Reporting Person | Date | |
D. E. SHAW & CO., L.L.C Name: Julius Gaudio Title: Managing Director | 12/14/2006 | |
**Signature of Reporting Person | Date | |
D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.P., as managing member Name: Julius Gaudio Title: Managing Director | 12/14/2006 | |
**Signature of Reporting Person | Date | |
DAVID E. SHAW Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw | 12/14/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On November 10, 2006, certain Reporting Persons and/or one or more affiliates of the Reporting Persons reached an understanding with Ian Bruce Eichner to make a joint bid to acquire all of the outstanding shares of Common Stock not currently owned by the Reporting Persons or Ian Bruce Eichner. In accordance with this understanding, a letter was sent to the board of directors of the Issuer proposing to acquire by merger all of the outstanding shares of Common Stock not owned by the Reporting Persons or Ian Bruce Eichner (the "Proposal Letter") for $21 per share in cash. Solely as a result of this understanding and the Proposal Letter, the Reporting Persons and Ian Bruce Eichner may have been deemed to be a group for the reporting purposes of Form 3. On November 14, 2006, the Reporting Persons filed a Form 3 reporting the number of shares beneficially owned by them. |
(2) | On December 12, 2006, the Reporting Persons and Ian Bruce Eichner withdrew their acquisition proposal contemplated by the Proposal Letter and terminated all other activities permitted by the waiver and approval that the board of directors of the Issuer had granted in connection therewith. Since the Reporting Persons and Ian Bruce Eichner may no longer be deemed to be a group for the reporting purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"), and the aggregate amount of shares of Common Stock deemed to be beneficially owned by the Reporting Persons represents 9.8% of the outstanding shares of Common Stock, the Reporting Persons are no longer subject to Section 16 of the Act. |
(3) | The shares of Common Stock reported in Table I of this Form 4 are held by Reporting Persons as follows: (i) D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") holds 1,194,500 shares of Common Stock and (ii) D. E. Shaw Valence Portfolios, L.L.C. ("Valence") holds 24,900 shares of Common Stock. |
(4) | D. E. Shaw & Co., L.P. ("DESCO LP") (as investment adviser to Laminar, as managing member of and investment adviser to Valence, and as managing member of D. E. Shaw Investment Management, L.L.C. ("DESIM")), D. E. Shaw & Co., L.L.C. ("DESCO LLC") (as managing member of Laminar), and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC), may be deemed to be the beneficial owners of the Common Stock of the Issuer held, or that were held, by Laminar, Valence, and DESIM for purposes of Rule 16a-1(a) of the Act. |
(5) | In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by David E. Shaw, DESCO LP, or DESCO LLC is reported herein. |
(6) | Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. |
(7) | DESIM assumed management of a new account which contained 400 shares of Common Stock. |