Schedule 13d
| Filed by: | FARALLON CAPITAL MANAGEMENT LLC |
| Subject Company: | MI DEV INC CL A |
| Filed as of Date: | 04/08/2008 |
| View Original Filing on Edgar's | |
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OMB APPROVAL |
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OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . . . . 14.5 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
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MI Developments Inc. |
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(Name of Issuer)
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Class A Subordinate Voting Shares |
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(Title of Class of Securities)
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55304X104 |
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(Cusip Number)
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Mark C. Wehrly Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132 |
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 4, 2008 |
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 (“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).
(Continued on following pages)
Page 1 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
WC, OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
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8 |
SHARED VOTING POWER
655,000 |
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9 |
SOLE DISPOSITIVE POWER
-0- |
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10 |
SHARED DISPOSITIVE POWER
655,000 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,000 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% |
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 2 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
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8 |
SHARED VOTING POWER
531,800 |
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9 |
SOLE DISPOSITIVE POWER
-0- |
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10 |
SHARED DISPOSITIVE POWER
531,800 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,800 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% |
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 3 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS (See Instructions)
WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
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8 |
SHARED VOTING POWER
40,100 |
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9 |
SOLE DISPOSITIVE POWER
-0- |
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10 |
SHARED DISPOSITIVE POWER
40,100 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,100 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 4 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS (See Instructions)
WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
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8 |
SHARED VOTING POWER
36,900 |
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9 |
SOLE DISPOSITIVE POWER
-0- |
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10 |
SHARED DISPOSITIVE POWER
36,900 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,900 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 5 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS (See Instructions)
N/A |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
18,800 |
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9 |
SOLE DISPOSITIVE POWER
-0- |
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10 |
SHARED DISPOSITIVE POWER
18,800 |
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|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,800 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 6 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Offshore Investors II, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
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3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
WC, OO |
||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
798,087 |
||
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9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
798,087 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,087 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% |
||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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Page 7 of 33 Pages
13D
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CUSIP No. 55304X104 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C. |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
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3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
OO |
||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
1,749,313 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
1,749,313 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,313 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IA, OO |
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Page 8 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C. |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
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3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF |
||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
2,080,687 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
2,080,687 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,687 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% |
||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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Page 9 of 33 Pages
13D
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CUSIP No. 55304X104 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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Page 10 of 33 Pages
13D
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CUSIP No. 55304X104 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 11 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 12 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas M. MacMahon |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 13 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 14 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 15 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason E. Moment |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 16 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ashish H. Pant |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
India |
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 17 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rajiv A. Patel |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 18 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Derek C. Schrier |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 19 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew J. M. Spokes |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 20 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 21 of 33 Pages
13D
|
CUSIP No. 55304X104 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly |
||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 3,830,000 Class A Shares, which is 8.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. (The Reporting Persons may be deemed members of a group – see Item 5). |
||
|
3 |
SEC USE ONLY
|
||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO |
||
|
5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
|
|
8 |
SHARED VOTING POWER
3,830,000 |
||
|
9 |
SOLE DISPOSITIVE POWER
-0- |
||
|
10 |
SHARED DISPOSITIVE POWER
3,830,000 |
||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,000 |
||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||
Page 22 of 33 Pages
This Amendment No. 3 to Schedule 13D amends the Schedule 13D initially filed on May 11, 2006 (collectively, with all amendments thereto, the “Schedule 13D”).
Item 3. Source And Amount Of Funds And Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by the following:
The net investment cost (including commissions) for the Class A Shares acquired by each of the Farallon Funds and the Managed Account since the filing of the prior Schedule 13D is set forth below:
|
Entity |
Class A Shares Acquired |
Approximate Net Investment Cost |
|
FCP |
107,600 |
$3,110,550 |
|
FCIP |
122,900 |
$3,552,729 |
|
FCIP II |
5,900 |
$170,513 |
|
FCIP III |
5,900 |
$170,513 |
|
FCOI II |
106,400 |
$3,075,905 |
|
Managed Account |
119,700 |
$3,460,184 |
The consideration for such acquisitions was obtained as follows: (i) with respect to FCIP, FCIP II and FCIP III, from working capital; (ii) with respect to FCP and FCOI II from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by FCP and FCOI II at Goldman, Sachs & Co.; and (iii) with respect to the Managed Account, from the working capital of the Managed Account and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by the Managed Account at Goldman, Sachs & Co. FCP and FCOI II and the Managed Account hold certain securities in their respective margin accounts at Goldman, Sachs & Co., and the accounts may from time to time have debit balances. It is not possible to determine the amount of borrowings, if any, used to acquire the Class A Shares.
Item 4. Purpose Of The Transaction
Item 4 of the Schedule 13D is supplemented as follows:
Although no Reporting Person has any specific plan or proposal to acquire or dispose of Class A Shares or Class B Shares, each Reporting Person at any time and from time to time may acquire additional Class A Shares or may acquire Class B Shares or, subject to the terms of the Support Agreement (as defined in the prior Schedule 13D), dispose of any or all of its Class A Shares or any Class B Shares it acquires depending upon an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of Class A Shares or Class B Shares which it may hold at any point in time.
Except to the extent the foregoing or any information in the prior Schedule 13D may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the
Page 23 of 33 Pages
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest In Securities Of The Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
|
|
(a) |
The Farallon Funds |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 46,160,564 Class A Shares outstanding as reported by the Company in its Form 40-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on March 28, 2008. |
|
|
(c) |
The trade dates, number of Class A Shares purchased or sold and the price per Class A Share (including commissions) for all purchases and sales of the Class A Shares by the Farallon Funds since the filing of the prior Schedule 13D are set forth on Schedules A-E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
|
|
(e) |
Not applicable. |
|
|
(b) |
The Management Company |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference. |
|
|
(c) |
The trade dates, number of Class A Shares purchased or sold and the price per Class A Share (including commissions) for all purchases and sales of the Class A Shares by the Management Company on behalf of the Managed Account since the filing of the prior Schedule 13D are set forth on Schedule F hereto and are incorporated herein by reference. All of such transactions were open-market transactions. |
|
|
(d) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Managed Account as reported herein. The Farallon |
Page 24 of 33 Pages
Individual Reporting Persons are managing members of the Management Company.
|
|
(e) |
Not applicable. |
|
|
(c) |
The Farallon General Partner |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference. |
|
|
(c) |
None. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
|
|
(e) |
Not applicable. |
|
|
(d) |
The Farallon Individual Reporting Persons |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person. |
|
|
(c) |
None. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds as reported herein. The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all the Class A Shares held by the Managed Account as reported herein. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company. |
|
|
(e) |
Not applicable. |
The Class A Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Account are owned directly by the Managed Account. The Management Company, as investment adviser to the Managed Account, may be deemed to be the beneficial owner of all such Class A Shares owned by the Managed Account. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Class A Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Class A Shares owned by the Farallon Funds and
Page 25 of 33 Pages
the Managed Account. Each of the Management Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Class A Shares.
In addition, if by virtue of the Support Agreement (as defined in the prior Schedule 13D) the Reporting Persons were deemed to be a group with 2167951 Ontario Inc., Stronach Trust or their affiliates within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, the Reporting Persons would be deemed to beneficially own the Class A Shares or Class B Voting Shares owned by such entities. Based on publicly available information, the Reporting Persons believe the Stronach Trust beneficially owns approximately 363,414 Class B Voting Shares and that the Stronach Trust, Frank Stronach and their affiliates or associates may beneficially own certain other Class A Shares or Class B Voting Shares. The Reporting Persons have no financial interest in, and no voting or dispositive power with respect to, any securities beneficially owned by such entities, and disclaim beneficial ownership over any securities beneficially owned by such entities.
Page 26 of 33 Pages
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: April 8, 2008
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact
for each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly
The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference.
Page 27 of 33 Pages
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
13,400 |
$29.03 |
|
4/2/2008 |
89,700 |
$28.93 |
|
4/4/2008 |
4,500 |
$28.12 |
Page 28 of 33 Pages
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
15,400 |
$29.03 |
|
4/2/2008 |
102,200 |
$28.93 |
|
4/4/2008 |
5,300 |
$28.12 |
Page 29 of 33 Pages
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
700 |
$29.03 |
|
4/2/2008 |
4,900 |
$28.93 |
|
4/4/2008 |
300 |
$28.12 |
Page 30 of 33 Pages
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
700 |
$29.03 |
|
4/2/2008 |
4,900 |
$28.93 |
|
4/4/2008 |
300 |
$28.12 |
Page 31 of 33 Pages
SCHEDULE E
FARALLON CAPITAL OFFSHORE INVESTORS II, L.L.C.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
13,300 |
$29.03 |
|
4/2/2008 |
88,700 |
$28.93 |
|
4/4/2008 |
4,400 |
$28.12 |
Page 32 of 33 Pages
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
|
TRADE DATE |
NO. OF CLASS A SHARES PURCHASED |
PRICE PER CLASS A SHARE |
|
4/2/2008 |
14,900 |
$29.03 |
|
4/2/2008 |
99,600 |
$28.93 |
|
4/4/2008 |
5,200 |
$28.12 |
Page 33 of 33 Pages


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