0000902664-08-002578.txt : 20080813
<SEC-HEADER>0000902664-08-002578.hdr.sgml : 20080813
<ACCEPTANCE-DATETIME>20080813165534
ACCESSION NUMBER: 0000902664-08-002578
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20080813
DATE AS OF CHANGE: 20080813
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80276
FILM NUMBER: 081013903
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/A
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/A
<SEQUENCE>1
<FILENAME>p08-1290sc13da.txt
<DESCRIPTION>FOUNDATION COAL HOLDINGS, INC.
<TEXT>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
Amendment No. 1
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)
August 8, 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
55,300
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
55,300
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
55,300
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.12%
- -----------------------------------------------------------------------------
(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
436,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
436,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
436,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.96%
- -----------------------------------------------------------------------------
(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
491,300
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
491,300
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
491,300
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.08%
- -----------------------------------------------------------------------------
(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
1,820,550
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,820,550
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,820,550
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.00%
- -----------------------------------------------------------------------------
(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
2,311,850
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,311,850
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,311,850
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.08%
- -----------------------------------------------------------------------------
(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.
The Schedule 13D initially filed on February 29, 2008 relating 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, is hereby amended and restated in its entirety by this Amendment
No. 1 to the Schedule 13D.
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
$112,260,189.16 of investment capital to purchase the 2,311,850 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 and sales 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 Issuer. 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
<PAGE>
CUSIP No. 35039W100 13D Page 9 of 17 Pages
including, without limitation, the Issuer's financial position and strategic
direction, 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: 55,300.
Percentage: .12% The percentages used herein and in the rest
of Item 5 are calculated based upon 45,467,632 shares of Common Stock issued
and outstanding as of July 31, 2008 as reported by the Issuer in its Form 10-Q
for the quarterly period ended June 30, 2008 that was filed on August 8, 2008.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 55,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 55,300
(c) The acquisition/sale dates, number of shares of Common
Stock acquired/sold 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: 436,000
Percentage:.96%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 436,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 436,000
(c) The acquisition/sale dates, number of shares of Common Stock
acquired/sold 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: 491,300
Percentage: 1.08%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 491,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 491,300
(c) Owl Creek Advisors, LLC did not enter into any transactions in
the Common Stock of the Issuer 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/sale dates, number of shares of Common Stock acquired/sold 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: 1,820,550
Percentage: 4.00%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,820,550
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,820,550
(c) Owl Creek Asset Management, L.P. did not enter into any
transactions in the Common Stock of the Issuer 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/sale dates, number of shares of Common
Stock acquired/sold 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: 2,311,850
Percentage: 5.08%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,311,850
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
2,311,850
(c) Mr. Altman did not enter into any transactions in the Common
Stock of the Issuer within the last sixty days. The acquisition/sale dates,
number of shares of Common Stock acquired/sold 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 Issuer.
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: August 13, 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.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
7/1/2008 (2,700) C ($88.58)
8/1/2008 (100) C ($59.40)
<PAGE>
CUSIP No. 35039W100 13D Page 15 of 17 Pages
OWL CREEK II, L.P.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
7/1/2008 (44,500) C ($88.58)
8/1/2008 4,300 C $59.40
<PAGE>
CUSIP No. 35039W100 13D Page 16 of 17 Pages
OWL CREEK OVERSEAS FUND, LTD.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
7/1/2008 49,500 C $88.58
8/1/2008 (4,300) C ($59.40)
<PAGE>
CUSIP No. 35039W100 13D Page 17 of 17 Pages
OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
7/1/2008 (2,300) C ($88.58)
8/1/2008 100 C $59.40
<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: August 13, 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>
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