0000902664-08-001453.txt : 20080229
<SEC-HEADER>0000902664-08-001453.hdr.sgml : 20080229
<ACCEPTANCE-DATETIME>20080229093559
ACCESSION NUMBER: 0000902664-08-001453
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20080229
DATE AS OF CHANGE: 20080229
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Foundation Coal Holdings, Inc.
CENTRAL INDEX KEY: 0001301063
STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221]
IRS NUMBER: 421638663
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80276
FILM NUMBER: 08653063
BUSINESS ADDRESS:
STREET 1: 999 CORPORATE BOULEVARD, SUITE 300
CITY: LINTHICUM
STATE: MD
ZIP: 21090-2227
BUSINESS PHONE: 410-689-7500
MAIL ADDRESS:
STREET 1: 999 CORPORATE BOULEVARD, SUITE 300
CITY: LINTHICUM
STATE: MD
ZIP: 21090-2227
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: OWL CREEK I LP
CENTRAL INDEX KEY: 0001178254
IRS NUMBER: 134177078
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 640 FIFTH AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-688-2550
MAIL ADDRESS:
STREET 1: 640 FIFTH AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>p08-0697sc13d.txt
<DESCRIPTION>FOUNDATION COAL HOLDINGS, INC.
<TEXT>
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)
FOUNDATION COAL HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
35039W100
(CUSIP Number)
Owl Creek Asset Management, L.P.
640 Fifth Avenue, 20th Floor, New York, NY 10019, Attn: Daniel Sapadin
(212) 688-2550
With a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue, New York, NY 10022, Attn: Marc Weingarten, Esq.
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
February 26, 2008
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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.
*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).
(Page 1 of 17 Pages)
<PAGE>
CUSIP No. 35039W100 13D Page 2 of 17 pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek I, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 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
83,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
83,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
83,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.18%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35039W100 13D Page 3 of 17 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek II, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 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
638,900
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
638,900
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
638,900
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.41%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35039W100 13D Page 4 of 17 pages
----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Advisors, LLC
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 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
721,900
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
721,900
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
721,900
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.60%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35039W100 13D Page 5 of 17 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Asset Management, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 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
2,031,450
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,031,450
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,031,450
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.49%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35039W100 13D Page 6 of 17 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Jeffrey A. Altman
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 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
2,753,350
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,753,350
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,753,350
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.09%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35039W100 13D Page 7 of 17 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.01 (the
"Common Stock"), of Foundation Coal Holdings, Inc. (the "Issuer"), a Delaware
corporation, whose principal executive offices are located at 999 Corporate
Boulevard, Suite 300, Linthicum Heights, Maryland 21090.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Owl Creek I, L.P., a Delaware limited partnership ("Owl
Creek I"), with respect to the shares of Common Stock beneficially owned by it;
(ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl
Creek II"), with respect to the shares of Common Stock beneficially owned by it;
(iii) Owl Creek Advisors, LLC, a Delaware limited liability
company (the "General Partner"), with respect to the shares of Common Stock
beneficially owned by Owl Creek I and Owl Creek II;
(iv) Owl Creek Asset Management, L.P., a Delaware limited
partnership (the "Investment Manager"), with respect to the shares of Common
Stock beneficially owned by Owl Creek Overseas Fund, Ltd., an exempted company
organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl
Creek Socially Responsible Investment Fund, Ltd., an exempted company organized
under the laws of the Cayman Islands ("SRIF"); and
(v) Jeffrey A. Altman, with respect to shares of Common Stock
beneficially owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures made 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 office of the Reporting Persons is
640 Fifth Avenue, 20th Floor, New York, NY 10019.
(c) The principal business of each of Owl Creek I and Owl Creek II
is serving as a private investment limited partnership. The principal business
of the General Partner is serving as general partner of Owl Creek I and Owl
Creek II, respectively. The principal business of the Investment Manager is
serving as investment manager to Owl Creek Overseas and SRIF.
(d) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
CUSIP No. 35039W100 13D Page 8 of 17 Pages
(e) None of the Reporting Persons have, 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) Each of Owl Creek I, Owl Creek II and the Investment Manager is
a limited partnership organized under the laws of the State of Delaware. The
General Partner is a limited liability company organized under the laws of the
State of Delaware. Mr. Altman is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The Reporting Persons expended an aggregate of approximately
$136,341,945.65 of investment capital to purchase the 2,753,350 shares of Common
Stock. Such transactions were effected in open market purchases and acquired in
the ordinary course of business and are held by the Reporting Persons in
commingled margin accounts maintained at Morgan Stanley & Co., which may extend
margin credit to the Reporting Persons as and when required to open or carry
positions in the margin account, subject to applicable federal margin
regulations, stock exchange rules and credit policies. In such instances, the
positions held in the margin account are pledged as collateral security for the
repayment of debit balances in the account. The margin account may from time to
time have debit balances. Since other securities are held in the margin account,
it is not possible to determine the amounts, if any, of margin used to purchase
the shares of Common Stock reported herein.
All or part of the shares of Common Stock beneficially owned by the
Reporting Persons may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or
brokerage firm(s) to Owl Creek I, Owl Creek II, Owl Creek Overseas or SRIF. Such
loans bear interest at a rate based upon the broker's call rate from time to
time in effect. Such indebtedness may be refinanced with other banks or
broker-dealers.
Item 4. Purpose of the Transaction.
The purchases of the shares of Common Stock by the Reporting Persons
were made in the ordinary course of business and were not made for the purpose
of acquiring control of the Company. The Reporting Persons believe that the
shares of Common Stock, when purchased, were undervalued. The Reporting Persons
have engaged, and expect to continue to engage, in discussions with management,
the board of directors, other shareholders of the Issuer and other relevant
parties concerning the business, operations, management, strategy, board
composition and future plans of the Issuer, with a view to maximizing long-term
value for shareholders.
The Reporting Persons have no present plan or proposal that would
relate to or result in any of the matters set forth in subparagraphs (a)-(j) of
Item 4 of Schedule 13D. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer's financial position and strategic direction,
<PAGE>
CUSIP No. 35039W100 13D Page 9 of 17 Pages
the outcome of the discussions referenced above, actions taken by the Board of
Directors, price levels of the Common Stock, other investment opportunities
available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, purchasing additional Common
Stock or selling some or all of their Common Stock, engaging in short selling of
or any hedging or similar transactions with respect to the Common Stock and/or
otherwise changing their intention with respect to any and all matters referred
to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Owl Creek I, L.P.
(a) Aggregate number of shares beneficially owned: 83,000.
Percentage: .18% The percentages used herein and in the rest
of Item 5 are calculated based upon 45,207,779 shares of Common Stock issued and
outstanding as of October 31, 2007 as reported by the Company in its Form 10-Q
for the quarterly period ended September 30, 2007.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 83,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 83,000
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek I in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek I,
has the power to direct the affairs of Owl Creek I, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
B. Owl Creek II, L.P.
(a) Aggregate number of shares beneficially owned: 638,900
Percentage: 1.41%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 638,900
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 638,900
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek II in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek II,
has the power to direct the affairs of Owl Creek II, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
<PAGE>
CUSIP No. 35039W100 13D Page 10 of 17 Pages
C. Owl Creek Advisors, LLC
(a) Aggregate number of shares beneficially owned: 721,900
Percentage: 1.60%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 721,900
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
721,900
(c) Owl Creek Advisors, LLC did not enter into any
transactions in the Common Stock of the Company within the last sixty days.
However, Owl Creek Advisors, LLC is the general partner of Owl Creek I and Owl
Creek II, and has the power to direct the affairs of Owl Creek I and Owl Creek
II. The acquisition dates, number of shares of Common Stock acquired and the
price per share for all transactions by Owl Creek I and Owl Creek II in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, as the general partner of Owl Creek I
and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl
Creek II, including decisions respecting the receipt of dividends from the
shares and the disposition of the proceeds from the sale of the shares. Mr.
Altman is the managing member of Owl Creek Advisors, LLC and in that capacity
directs its operations.
(e) Not applicable.
D. Owl Creek Asset Management, L.P.
(a) Aggregate number of shares beneficially owned: 2,031,450
Percentage: 4.49%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,031,450
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
2,031,450
(c) Owl Creek Asset Management, L.P. did not enter into any
transactions in the Common Stock of the Company within the last sixty days.
However, Owl Creek Asset Management, L.P. is the investment manager to Owl Creek
Overseas and SRIF and has the power to direct the investment activities of Owl
Creek Overseas and SRIF. The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek Overseas and
SRIF in the Common Stock within the last 60 days, are set forth in Schedule A
and are incorporated by reference.
(d) Owl Creek Asset Management, L.P., as the investment manager to
Owl Creek Overseas and SRIF, has the power to direct the investment activities
of Owl Creek Overseas and SRIF, including decisions respecting the receipt of
dividends from the shares and the disposition of the proceeds from the sale of
the shares. Mr. Altman is the managing member of the general partner of Owl
Creek Asset Management, L.P. and in that capacity directs its operations.
(e) Not applicable.
<PAGE>
CUSIP No. 35039W100 13D Page 11 of 17 Pages
E. Jeffrey A. Altman
(a) Aggregate number of shares beneficially owned: 2,753,350
Percentage: 6.09%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,753,350
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
2,753,350
(c) Mr. Altman did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The acquisition dates, number
of shares of Common Stock acquired and the price per share for all transactions
by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF in the Common Stock
within the last 60 days, are set forth in Schedule A and are incorporated by
reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company.
The Reporting Persons are also parties to certain cash-settled equity
swap or other similar derivative agreements (the "Swap Contracts") with a large
financial institution. Pursuant to such Swap Contracts, the Reporting Persons
have economic exposure to 1,573,600 shares of Common Stock or 3.48% of the
shares of Common Stock outstanding. The Swap Contracts have reference prices
ranging from $42.75 to $51.38 and expiration dates ranging from January 15, 2013
to February 15, 2013. Such contracts do not give the Reporting Persons direct or
indirect voting, investment or dispositive control over any securities of the
Issuer and do not require the counterparties thereto to acquire, hold, vote or
dispose of any securities of the Issuer. Accordingly, the Reporting Persons
disclaim any beneficial ownership in any securities that may be referenced in
such contracts or that may be held from time to time by any counterparties to
such contracts.
Except as described herein, 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 with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
<PAGE>
CUSIP No. 35039W100 13D Page 12 of 17 Pages
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement
<PAGE>
CUSIP No. 35039W100 13D Page 13 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: February 29, 2008
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.
<PAGE>
CUSIP No. 35039W100 13D Page 14 of 17 pages
Schedule A
OWL CREEK I, L.P.
Number of shares Open market/ Price per
Date of Transaction Purchased/(Sold) Cross Transaction share
1/2/2008 6,000 O $53.43
1/3/2008 10,800 O $53.03
1/4/2008 9,800 O $53.27
1/14/2008 1,000 O $50.89
2/26/2008 4,200 O $57.76
2/27/2008 5,000 O $57.73
2/28/2008 5,800 O $59.10
<PAGE>
CUSIP No. 35039W100 13D Page 15 of 17 Pages
OWL CREEK II, L.P.
Number of shares Open market/ Price per
Date of Transaction Purchased/(Sold) Cross Transaction share
1/1/2008 (7,000) C ($52.50)
1/2/2008 46,400 O $53.43
1/3/2008 83,500 O $53.03
1/4/2008 76,300 O $53.27
1/14/2008 7,900 O $50.89
2/26/2008 30,200 O $57.76
2/27/2008 36,300 O $57.73
2/28/2008 45,100 O $59.10
<PAGE>
CUSIP No. 35039W100 13D Page 16 of 17 Pages
OWL CREEK OVERSEAS FUND, LTD.
Number of shares Open market/ Price per
Date of Transaction Purchased/(Sold) Cross Transaction share
1/1/2008 8,900 C $52.50
1/2/2008 140,100 O $53.43
1/3/2008 252,100 O $53.03
1/4/2008 230,100 O $53.27
2/26/2008 112,200 O $57.76
2/27/2008 134,800 O $57.73
2/28/2008 144,000 O $59.10
<PAGE>
CUSIP No. 35039W100 13D Page 17 of 17 Pages
OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD.
Number of shares Open market/ Price per
Date of Transaction Purchased/(Sold) Cross Transaction share
1/1/2008 (1,900) C ($52.50)
1/2/2008 5,400 O $53.43
1/3/2008 9,600 O $53.03
1/4/2008 8,800 O $53.27
2/26/2008 3,400 O $57.76
2/27/2008 3,900 O $57.73
2/28/2008 5,100 O $59.10
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
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 may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. 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 herein and 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: February 29, 2008
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.
</TEXT>
</DOCUMENT>
News Feed