- Amended Statement of Beneficial Ownership (SC 13D/A)
April 12 2010 - 3:18PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
(Name of
Issuer)
(Title
Class of Securities)
(Cusip
Number)
|
|
|
Seth
A. Klarman
The
Baupost Group, L.L.C.
10
St. James Avenue, Suite 1700
Boston,
Massachusetts 02116
(617)
210-8300
With
a copy to:
Gregory
D. Sheehan, Esq
Ropes
and Gray LLP
One
International Place
Boston,
Massachusetts 02110
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Dates of
Events which Require Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13D 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(b) for other
parties to whom copies are to be sent.
|
*
|
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 disclosures provided in a prior cover
page.
|
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (“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
).
|
1.
|
NAME
OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE
PERSON
|
|
|
The
Baupost Group, L.L.C., 04-3402144
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
The
Commonwealth of Massachusetts
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
|
7.
|
WITH
SOLE VOTING POWER
|
|
8.
|
WITH
SHARED VOTING POWER
|
|
9.
|
WITH
SOLE DISPOSITIVE POWER
|
|
10.
|
WITH
SHARED DISPOSITIVE POWER
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
14. TYPE
OF REPORTING PERSON *
(*)
The percentage ownership in the Issuer’s Common Stock, $0.01 par value, is based
upon 25,093,117 issued and outstanding shares as reported by the Issuer in its
filing on Form 10-K for the fiscal year ended December 31, 2009.
|
1.
|
NAME
OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE
PERSON
|
|
|
SAK
Corporation, 04-3334541
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
The
Commonwealth of Massachusetts
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
|
7.
|
WITH
SOLE VOTING POWER
|
|
8.
|
WITH
SHARED VOTING POWER
|
|
9.
|
WITH
SOLE DISPOSITIVE POWER
|
|
10.
|
WITH
SHARED DISPOSITIVE POWER
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
14.
|
TYPE
OF REPORTING PERSON *
|
(*)
The percentage ownership in the Issuer’s Common Stock, $0.01 par value, is based
upon 25,093,117 issued and outstanding shares as reported by the Issuer in its
filing on Form 10-K for the fiscal year ended December 31, 2009.
|
1.
|
NAME
OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE
PERSON
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
|
7.
|
WITH
SOLE VOTING POWER
|
|
8.
|
WITH
SHARED VOTING POWER
|
|
9.
|
WITH
SOLE DISPOSITIVE POWER
|
|
10.
|
WITH
SHARED DISPOSITIVE POWER
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
14.
|
TYPE
OF REPORTING PERSON *
|
HC
(*)
The percentage ownership in the Issuer’s Common Stock, $0.01 par value, is based
upon 25,093,117 issued and outstanding shares as reported by the Issuer in its
filing on Form 10-K for the fiscal year ended December 31, 2009.
* This
Statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C.
(“Baupost”), SAK Corporation and Seth A. Klarman. Baupost is a registered
investment adviser and acts as an investment adviser and general partner to
certain investment limited partnerships. SAK Corporation is the manager of
Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation
and a controlling person of Baupost, may be deemed to have beneficial ownership
under Section 13(d) of the Securities Exchange Act of 1934 of the securities
beneficially owned by Baupost. Securities reported on this statement on Schedule
13D as being beneficially owned by Baupost include securities purchased on
behalf of various investment limited partnerships.
Pursuant
to rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of
this statement on Schedule 13D shall not be deemed an admission by either or
both of them that they are, for the purposes of Sections 13(d) or 13(g) the
beneficial owner of any securities covered by this statement on Schedule 13D,
and further state that neither of them have any power to vote or dispose of, or
direct the voting or disposition of, or direct the voting or disposition of and
of the securities covered by this statement on Schedule 13D.
INTRODUCTION
ITEM 4.
Purpose of
Transaction
The
Reporting Persons do not have, as of the date of this Amendment No. 5, any plans
or proposals that relate to or would result in any of the actions or events
specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis
and may engage in discussions with management and the board of directors of the
Issuer, other holders of Common Stock and other relevant parties concerning the
business, operations, governance, strategy, capitalization, ownership and future
plans of the Issuer and the management and board composition of the Issuer. The
Reporting Person may change its plans or proposals in the future. Depending on
various factors including, without limitation, the Issuer's financial position,
strategic direction, business and prospects, anticipated future developments,
existing and anticipated market conditions from time to time, actions taken by
the management and board of directors of the Issuer, price levels of the Common
Stock, general economic conditions and regulatory matters, the Reporting Persons
may in the future take such actions with respect to its investment in the Issuer
as it deems appropriate including, without limitation, purchasing additional
Common Stock or other securities of the Issuer, selling some or all of their
Common Stock or engaging in short selling of or any hedging or similar
transaction with respect to the Common Stock, to the extent permitted under
applicable law, or engage or participate in a transaction with the purpose or
effect of changing or influencing the control of the Issuer. Any such
transactions, if they occur at all, may take place at any time and without prior
notice.
The
Reporting Person reserves the right to change its intention with respect to any
or all of the matters referred to in this Item 4.
ITEM 5.
Interests in
Securities of the Company
|
(a)
|
The
responses to Items 7-13 of the cover pages of this Schedule 13D are
incorporated herein by reference.
|
|
(b)
|
The
responses to Items 7-13 of the cover pages of this Schedule 13D are
incorporated herein by reference.
|
|
(c)
|
The
trading dates, number of shares of Common Stock purchased or sold, and the
shares of Common Stock within the last 60 days, are set forth
below:
|
|
Name
|
Date
|
Price
Per Share
|
Number
of Shares
Purchased/(Sold)*
|
|
Baupost
|
4/8/2010
|
$26.96
|
(500,000)
|
|
|
|
|
|
|
(d)
|
No
other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common
Stock set forth above.
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and
correct.
Dated:
April 12, 2010
The
Baupost Group, L.L.C.
By:
/s/Seth A. Klarman
Name: Seth
A. Klarman
Title: President
SAK
Corporation
By:
/s/ Seth A. Klarman
Name: Seth
A. Klarman
Title: President
By:
/s/ Seth A. Klarman
Name: Seth
A. Klarman
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