o Rule 13d-1(b) | |||
o Rule 13d-1(c) | |||
þ Rule 13d-1(d) |
CUSIP No. |
Not Applicable |
1 | NAMES OF REPORTING PERSONS. MSD Capital, L.P |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,600,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,600,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,600,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
Not Applicable |
1 | NAMES OF REPORTING PERSONS. SOF Investments, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,600,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,600,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,600,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
(a) | o A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
(b) | o A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | o An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | o An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); | ||
(g) | o A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); | ||
(h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | o A group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(a) | Amount beneficially owned: | ||
See Item 9 on the cover page(s) hereto. | |||
(b) | Percent of class: | ||
See Item 11 on the cover page(s) hereto. | |||
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: | ||
See Item 5 on the cover page(s) hereto. | |||
(ii) | Shared power to vote or to direct the vote: | ||
See Item 6 on the cover page(s) hereto. | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
See Item 7 on the cover page(s) hereto. | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
See Item 8 on the cover page(s) hereto. |
Date: February 14, 2008 | MSD CAPITAL, L.P. | |||||
By: | MSD Capital Management LLC | |||||
Its: | General Partner | |||||
By: | /s/ Marc R. Lisker | |||||
Name: | Marc R. Lisker | |||||
Title: | Manager and General Counsel |
SOF INVESTMENTS, L.P. | ||||||
By: | MSD Capital, L.P. | |||||
Its: | General Partner | |||||
By: | MSD Capital Management LLC | |||||
Its: | General Partner | |||||
By: | /s/ Marc R. Lisker | |||||
Name: | Marc R. Lisker | |||||
Title: | Manager and General Counsel |
Exhibit | Description of Exhibit | |||
99.1 | Joint Filing Agreement (furnished herewith) |