1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
7.25% Cumulative Convertible Preferred Stock
|
09/16/1997 |
Â
(7)
|
Common Stock
|
(8)
|
$
(8)
|
I
|
See Footnotes
(1)
(2)
(3)
(4)
(5)
(6)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The amount of securities shown in this row is owned directly by 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. (collectively, the "Partnerships"), by Noonday Capital Partners, L.L.C. ("NCP") and by one or more discretionary accounts (together, the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As the general partner to each of the Partnerships and the managing member of NCP, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships and NCP. FCMLLC, as the registered investment advisor to the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. |
(2) |
Each of Noonday G.P. (U.S.), L.L.C. ("NGPUS"), Noonday Asset Management, L.P. ("NAMLP") and Noonday Asset Management LLP ("NAMLLP"), as a sub-investment adviser to the Partnerships, NCP and the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. |
(3) |
Effective as of August 22, 2007, Andrew J. M. Spokes ("Spokes") became a managing member of FPLLC and FCMLLC, and a managing member of NGPUS and NCLLC, and as a result Spokes may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. |
(4) |
All of such securities of the Issuer have been previously reported by the Partnerships, NCP and FCMLLC on behalf of the Managed Accounts and other related entities and individuals (including Spokes) on the Form 4s filed on August 21, 2006 by the Partnerships, NCP, FCMLLC on behalf of the Managed Accounts and the other entities and individuals listed on such forms. Douglas M. MacMahon also filed a Form 3 with respect to such securities on January 9, 2007 and Ashish H. Pant also filed a Form 3 with respect to such securities on July 10, 2007. There have been no transactions in such securities by any such entities or individuals since such forms were filed. |
(5) |
Spokes, FCMLLC, NGPUS, NAMLP, NCLLC, NAMLLP and the individuals identified in the prior Form 3s and Form 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rules 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rule 16a-1(a) under the '34 Act, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. |
(6) |
Spokes, together with the entities and individuals identified in footnotes (1), (2) and (4) of this Form 3 and the individuals identified in the prior Form 3s and Form 4s, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group. |
(7) |
The 7.25% Cumulative Convertible Preferred Stock is convertible at any time without expiration unless earlier redeemed at the Issuer's discretion. |
(8) |
The number of shares of 7.25% Cumulative Convertible Preferred Stock beneficially owned by such reporting persons is convertible at any time into the number of shares of common stock as is equal to the aggregate liquidation preference ($50.00 per share), plus any accrued dividends and accumulated dividends to the date the Preferred Stock is surrendered for conversion, divided by an initial conversion price of $15.00, subject to adjustment. |