-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/HOd8HBA8dxl02Ox9qs7pWOf4SSSxcfkAk9lsX/PHocCi0b1TWCnOOYH5fZgel8 qqn6HDFlxXzCg8u6X0jMOA== 0000902664-08-002288.txt : 20080626 0000902664-08-002288.hdr.sgml : 20080626 20080626163019 ACCESSION NUMBER: 0000902664-08-002288 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSS CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001218321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAR PHARMACEUTICAL COMPANIES, INC. CENTRAL INDEX KEY: 0000878088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223122182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46121 FILM NUMBER: 08919681 BUSINESS ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-802-4000 MAIL ADDRESS: STREET 1: 300 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FORMER COMPANY: FORMER CONFORMED NAME: PHARMACEUTICAL RESOURCES INC DATE OF NAME CHANGE: 19940526 SC 13G 1 p08-1113sc13g.htm PAR PHARMACEUTICAL COMPANIES, INC.

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

PAR PHARMACEUTICAL COMPANIES, INC.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

69888P106

(CUSIP Number)

 

June 17, 2008

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

 

 

(Page 1 of 17 Pages)

 

______________________________

* 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).

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 2 of 17 Pages

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

O.S.S. Capital Management LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,100

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 3 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

Oscar S. Schafer & Partners I LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

69,957

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

69,957

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

69,957

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

0.2%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 4 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

Oscar S. Schafer & Partners II LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

787,040

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

787,040

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

787,040

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

2.3%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 5 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

O.S.S. Overseas Fund Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

993,103

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

993,103

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

993,103

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

2.9%

12

TYPE OF REPORTING PERSON**

CO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 6 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

O.S.S. Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

856,997

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

856,997

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

856,997

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

2.5%

12

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 7 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

Schafer Brothers LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,100

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

1,850,100

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 8 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

Oscar S. Schafer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,100

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

1,850,100

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 9 of 17 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)

Andrew Goffe

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,100

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

1,850,100

10

CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 10 of 17 Pages

 

 

Item 1.

NAME OF ISSUER:

 

 

(a)

Par Pharmaceutical Companies, Inc.

 

(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

300 Tice Boulevard

 

Woodcliff Lake, New Jersey 07677

 

Item 2(a)

NAME OF PERSON FILING:

 

 

(i)

Oscar S. Schafer & Partners I LP, a Delaware limited partnership ("OSS I"), with respect to shares of Common Stock (as defined in Item 2(d) below) directly owned by it;

 

(ii)

Oscar S. Schafer & Partners II LP, a Delaware limited partnership ("OSS II", and together with OSS I, the "Partnerships"), with respect to shares of Common Stock directly owned by it;

 

(iii)

O.S.S. Advisors LLC, a Delaware limited liability company (the "General Partner"), which serves as the general partner of each of the Partnerships, with respect to shares of Common Stock directly owned by each of the Partnerships;

 

(iv)

O.S.S. Overseas Fund Ltd., a Cayman Islands exempted company ("OSS Overseas"), with respect to shares of Common Stock directly owned by it;

 

(v)

O.S.S. Capital Management LP, a Delaware limited partnership (the "Investment Manager"), which serves as investment manager, and management company, to OSS Overseas and the Partnerships, and to certain managed accounts respectively, and has investment discretion with respect to shares of Common Stock directly owned by OSS Overseas, the Partnerships and shares of Common Stock held for the benefit of a third party in a separately managed account;

 

(vi)

Schafer Brothers LLC, a Delaware limited liability company (the "SB LLC"), which serves as the general partner to the Investment Manager, with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock held for the benefit of a third party in a separately managed account;

 

(vii)

Mr. Oscar S. Schafer ("Mr. Schafer"), who serves as the senior managing member of the General Partner and of SB LLC, with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock which are held for the benefit of a third party in a separately managed account; and

 

(viii)

Mr. Andrew Goffe ("Mr. Goffe"), who serves as a managing member of the General Partner and of SB LLC, with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock which are held for the benefit of a third party in a separately managed account.

 

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 11 of 17 Pages

 

 

The Partnerships, OSS Overseas, the General Partner, the Investment Manager, SB LLC, Mr. Schafer and Mr. Goffe are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2.

 

(a)

NAME OF PERSON FILING

 

(i)

O.S.S. Capital Management LP

 

(ii)

Oscar S. Schafer & Partners I LP

 

(iii)

Oscar S. Schafer & Partners II LP

 

(iv)

O.S.S. Overseas Fund Ltd.

 

(v)

O.S.S. Advisors LLC

 

(vi)

Schafer Brothers LLC

 

(vii)

Oscar S. Schafer

 

(viii)

Andrew Goffe

 

(b)

ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE

 

The address of the principal business offices of each of:

 

 

 

 

(i)

Investment Manager

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(ii)

OSS I

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(iii)

OSS II

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(iv)

OSS Overseas

 

 

Walkers SPV Limited

 

 

Mary Street

 

 

George Town

 

 

Grand Cayman KY1-9002

 

 

Cayman Islands, British West Indies

 

(v)

General Partner

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(vi)

SB LLC

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(vii)

Mr. Schafer

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

(viii)

Mr. Goffe

 

 

598 Madison Avenue

 

 

New York, NY 10022

 

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 12 of 17 Pages

 

 

(c)

CITIZENSHIP

 

 

(i)

Investment Manager - Delaware, USA

 

(ii)

OSS I – Delaware, USA

 

(iii)

OSS II – Delaware, USA

 

(iv)

OSS Overseas – Cayman Islands

 

(v)

General Partner – Delaware, USA

 

(vi)

SB LLC – Delaware, USA

 

(vii)

Mr. Schafer – USA

 

(viii)

Mr. Goffe – USA

 

(d)

TITLE OF CLASS OF SECURITIES

 

Common Stock

 

(e)

CUSIP NUMBER

 

69888P106

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Not applicable.

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 13 of 17 Pages

 

 

Item 4.

OWNERSHIP:

 

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

A.

O.S.S. Capital Management LP

(a)

Amount beneficially owned: 1,850,100

(b)

Percent of class: 5.4% (The percentages used herein and in the rest of Item 4 are calculated based upon the 34,532,466 shares of Common Stock issued and outstanding as of May 1, 2008 as reflected in the Company's Form 10-Q as filed on May 8, 2008.)

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 1,850,100 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 1,850,100 Shares.

 

B.

Oscar S. Schafer & Partners I LP

(a)

Amount beneficially owned: 69,957

(b)

Percent of class: 0.2%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 69,957 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 69,957 Shares.

 

C.

Oscar S. Schafer & Partners II LP

(a)

Amount beneficially owned: 787,040

(b)

Percent of class: 2.3%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 787,040 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 787,040 Shares.

 

D.

O.S.S. Overseas Fund Ltd.

(a)

Amount beneficially owned: 993,103

(b)

Percent of class: 2.9%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or direct the vote: 0 Shares

 

(ii)

shared power to vote or direct the vote: 993,103 Shares.

 

(iii)

sole power to dispose or direct the disposition: 0 Shares

 

(iv)

shared power to dispose or direct the disposition: 993,103 Shares.

 

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 14 of 17 Pages

 

 

E.

O.S.S. Advisors LLC

(a)

Amount beneficially owned: 856,997

(b)

Percent of class: 2.5%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 856,997 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 856,997 Shares

 

F.

Schafer Brothers LLC

(a)

Amount beneficially owned: 1,850,100

(b)

Percent of class: 5.4%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 1,850,100 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 1,850,100 Shares

 

G.

Oscar S. Schafer

(a)

Amount beneficially owned: 1,850,100

(b)

Percent of class: 5.4%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 1,850,100 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 1,850,100 Shares

 

H.

Andrew Goffe

(a)

Amount beneficially owned: 1,850,100

(b)

Percent of class: 5.4%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

(ii)

shared power to vote or to direct the vote: 1,850,100 Shares.

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

(iv)

shared power to dispose or to direct the disposition of: 1,850,100 Shares

 

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 15 of 17 Pages

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

The (i) limited partners and the general partner of the Partnerships and (ii) the shareholders and advisor of OSS Overseas have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the Partnerships and OSS Overseas, respectively.

Each of the Reporting Persons disclaim beneficial ownership of the securities included in this report and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

See Item 2.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

Item 10.

CERTIFICATION

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 16 of 17 Pages

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 25, 2008

 

 

By:

/s/ Oscar S. Schafer

 

 

 

Name:

Oscar S. Schafer

 

 

Title:

Senior Managing Member

 

 

 

 

 

By:

/s/ Andrew Goffe

 

 

 

Name:

Andrew Goffe

 

 

Title:

Managing Member

 

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

 

 

 

 

 


CUSIP No. 69888P106

 

13G

Page 17 of 17 Pages

 

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 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: June 25, 2008

 

 

 

Oscar S. Schafer

 

 

 

 

 

 

 

/s/ Oscar S. Schafer

 

 

 

individually and as senior managing member of

 

 

(a)

O.S.S. Advisors LLC,

 

 

 

for itself and as the general partner of

 

 

 

(i)

Oscar S. Schafer & Partners I LP;

 

 

 

 

and

 

 

 

(ii)

Oscar S. Schafer & Partners II LP;

 

 

 

 

and

 

 

(b)

Schafer Brothers LLC,

 

 

 

for itself and as the general partner of O.S.S. Capital Management LP and investment manager of O.S.S. Overseas Fund Ltd.

 

 

 

 

 

 

Andrew Goffe

 

 

 

 

 

/s/ Andrew Goffe

 

 

 

individually

 

 

 

 

 

 

 

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