-----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, H54gNMrev5m2fSqJtsVZccRZzrSy2zmhf1c7c9/oYNekFlojHZnUtqVh2+Ta6ZpE u+u8Y7d2nkb2ycoFBFJl7w== 0000902664-11-000013.txt : 20110107 0000902664-11-000013.hdr.sgml : 20110107 20110107141025 ACCESSION NUMBER: 0000902664-11-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110107 DATE AS OF CHANGE: 20110107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZHONGPIN INC. CENTRAL INDEX KEY: 0001277092 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 542100419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0216 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81392 FILM NUMBER: 11516928 BUSINESS ADDRESS: STREET 1: 21 CHANGSHE ROAD STREET 2: CHANGGE CITY, CITY: HENAN PROVINCE STATE: F4 ZIP: 461500 BUSINESS PHONE: (86) 10-82861788 MAIL ADDRESS: STREET 1: ROOM 605A, TWR A, RAYCOM INFO TECH PARK STREET 2: NO. 2 KEXUEYUAN SOUTH ROAD CITY: HAIDIAN DISTRICT, BEIJING, STATE: F4 ZIP: 100190 FORMER COMPANY: FORMER CONFORMED NAME: STRONG TECHNICAL INC DATE OF NAME CHANGE: 20040121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG-Axon Capital Management, LP CENTRAL INDEX KEY: 0001328562 IRS NUMBER: 201967305 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 479-2000 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 p11-0035sc13ga.htm ZHONGPIN INC. p11-0035sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1))
 
Zhongpin Inc.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.001 per share
(Title of Class of Securities)
 
98952K107
(CUSIP Number)
 
December 31, 2010
(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:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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
 
(Continued on following pages)
 
(Page 1 of 20 Pages)



 
 
 
CUSIP No.  98952K107
 
13G
Page 2 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon Capital Management, L.P. ("TPG-Axon Management")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
 
12
TYPE OF REPORTING PERSON**
PN
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  98952K107
 
13G
Page 3 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon Management LP ("TPG-Axon Manco")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock as of January 1, 2011
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock as of January 1, 2011
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock as of January 1, 2011
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%* as of January 1, 2011
 
12
TYPE OF REPORTING PERSON**
PN
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  98952K107
 
13G
Page 4 of 20 Pages


     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon Partners GP, L.P. ("PartnersGP")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
 
12
TYPE OF REPORTING PERSON**
PN
 



 
 
 
CUSIP No.  98952K107
 
13G
Page 5 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon GP, LLC ("GPLLC")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
 
12
TYPE OF REPORTING PERSON**
OO
 



 
 
 
CUSIP No.  98952K107
 
13G
Page 6 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon Partners, LP ("TPG-Axon Domestic")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,166,922 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,166,922 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,166,922 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%*
 
12
TYPE OF REPORTING PERSON**
PN
 


 
 
 
CUSIP No.  98952K107
 
13G
Page 7 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
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
1,833,078 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,833,078 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,078 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%*
 
12
TYPE OF REPORTING PERSON**
CO
 


 
 
 
CUSIP No.  98952K107
 
13G
Page 8 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon International, L.P. ("TPG-Axon International")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
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
1,833,078 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,833,078 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,078 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%*
 
12
TYPE OF REPORTING PERSON**
PN
 


 
 
 
CUSIP No.  98952K107
 
13G
Page 9 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG-Axon International GP, LLC ("InternationalGP")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,833,078 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,833,078 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,078 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%*
 
12
TYPE OF REPORTING PERSON**
OO
 



 
 
 
CUSIP No.  98952K107
 
13G
Page 10 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dinakar Singh LLC ("Singh LLC")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
 
12
TYPE OF REPORTING PERSON**
OO
 


 
 
 
CUSIP No.  98952K107
 
13G
Page 11 of 20 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dinakar Singh ("Mr. Singh")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,000,000 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,000,000 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%*
 
12
TYPE OF REPORTING PERSON**
IN
 


 


 
 
 
CUSIP No.  98952K107
 
13G
Page 12 of 20 Pages



Item 1.
  
   
Item 1 (a).
NAME OF ISSUER.:  Zhongpin Inc.
   
Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
21 Changshe Road
 
Changge City, Henan Province
 
People’s Republic of China 461500

Item 2.
  
   
Item 2 (a).
NAME OF PERSON FILING:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":

 
(i)
TPG-Axon Capital Management, L.P. ("TPG-Axon Management"), a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A held by TPG-Axon Partners, LP ("TPG-Axon Domestic") and TPG-Axon International, L.P. ("TPG-Axon International," and together with TPG-Axon Domestic the "Funds").
   
 
(ii)
TPG-Axon Management LP (“TPG-Axon Manco”), a Delaware limited partnership, which, as of January 1, 2011, serves as a sub-adviser to TPG-Axon Management, with respect to the Shares reported in this Schedule 13G/A held by the Funds.
     
 
(iii)
TPG-Axon Partners GP, L.P. ("PartnersGP"), a Delaware limited partnership, which serves as the general partner of TPG-Axon Domestic and the managing member of InternationalGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
     
 
(iv)
TPG-Axon GP, LLC ("GPLLC"), a Delaware limited liability company, which serves as the general partner of TPG-Axon Management, TPG-Axon Manco, and PartnersGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
     
 
(v)
TPG-Axon Domestic, a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it.
     
 
(vi)
TPG-Axon Partners (Offshore), Ltd. (“TPG-Axon Offshore”), a Cayman Islands exempted company, with respect to the Shares reported in this Schedule 13G/A indirectly held by it through its subsidiary, TPG-Axon International.
     
 
(vii)
TPG-Axon International, a Cayman Islands exempted limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it.
     

 
 
 
CUSIP No.  98952K107
 
13G
Page 13 of 20 Pages



 
(viii)
TPG-Axon International GP, LLC (“InternationalGP”), a Delaware limited liability company, which serves as the general partner of TPG-Axon International, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by TPG-Axon International.
     
 
(ix)
Dinakar Singh LLC ("Singh LLC"), a Delaware limited liability company which serves as the managing member of GPLLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
     
 
(x)
Dinakar Singh ("Mr. Singh"), an individual who serves as the managing member of Singh LLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
     
   
 
The foregoing persons 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(b).
ADDRESS OF PRINCIPAL OFFICE:

  All, except TPG-Axon 
TPG-Axon Offshore
 
Offshore and TPG-Axon
 
International)

 
888 Seventh Avenue
c/o Goldman Sachs (Cayman) Trust Limited
 
38th Floor
PO Box 896GT, Harbour Centre, 2nd Floor
 
New York, New York 10019
George Town, Grand Cayman
   
Cayman Islands, BWI
   
 
TPG-Axon International
 
c/o Walkers Corporate Services Limited
 
87 Mary Street, George Town
 
Grand Cayman KY1-9005
 
Cayman Islands

Item 2(c).
CITIZENSHIP:
 
Delaware (all, except TPG-Axon Offshore, TPG-Axon International and Mr. Singh); TPG-Axon Offshore: Cayman Islands; TPG-Axon International: Cayman Islands; Mr. Singh is a United States citizen.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
 
Common Stock, par value $0.001 per share (the "Shares")
   


 
 
 
CUSIP No.  98952K107
 
13G
Page 14 of 20 Pages



Item 2(e).
CUSIP NUMBER:  98952K107
   

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
¨
Investment Adviser registered in accordance with ss.240.13d-1(b)(1)(ii)(E).
 
(f)
¨
An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F).
 
(g)
¨
A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G).
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
¨
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)
¨
Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

Item 4.
OWNERSHIP.

TPG-Axon Management, as investment manager to TPG-Axon Domestic, TPG-Axon Offshore and TPG-Axon International, has the power to direct the disposition and voting of the Shares held by TPG-Axon Domestic and TPG-Axon International.  As of January 1, 2011, TPG-Axon Manco is a sub-adviser to TPG-Axon Management.  InternationalGP is the general partner of TPG-Axon International.  PartnersGP is the general partner of TPG-Axon Domestic and the managing member of InternationalGP.  GPLLC is the general partner of PartnersGP, TPG-Axon Management, and TPG-Axon Manco.  Singh LLC is a managing member of GPLLC.  Mr. Singh, an individual, is the managing member of Singh LLC and in such capacity may be deemed to control Singh LLC, GPLLC, TPG-Axon Management, and TPG-Axon Manco, and therefore ma y be deemed the beneficial owner of the securities held by TPG-Axon Domestic and TPG-Axon International.
 
Each of Singh LLC, GPLLC, PartnersGP, InternationalGP, TPG-Axon Offshore and Mr. Singh disclaim beneficial ownership of all of the shares of Common Stock reported in this 13G/A.

 
A.
TPG-Axon Management
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock

 
 
 
CUSIP No.  98952K107
 
13G
Page 15 of 20 Pages



     
(b)
Percent of class: 8.5%*.
(*All percentages of beneficial ownership reported in this Schedule 13G/A are based on the 35,210,595 outstanding shares of Common Stock reported in the Issuer's form 10Q for the quarterly period ended September 30, 2010.)
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  3,000,000 shares of Common Stock

 
B.
TPG-Axon Manco
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock as of January 1, 2011
     
(b)
Percent of class:  8.5%* as of January 1, 2011
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock as of January 1, 2011
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  3,000,000 shares of Common Stock as of January 1, 2011

 
C.
PartnersGP
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock
     
(b)
Percent of class:  8.5%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  3,000,000 shares of Common Stock

 
D.
GPLLC
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock
     
(b)
Percent of class:  8.5%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock



 
 
 
CUSIP No.  98952K107
 
13G
Page 16 of 20 Pages



       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  3,000,000 shares of Common Stock

 
E.
TPG-Axon Domestic
     
(a)
Amount beneficially owned:  1,166,922 shares of Common Stock
     
(b)
Percent of class:  3.3%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,166,922 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,166,922 shares of Common Stock

 
F.
TPG-Axon Offshore
     
(a)
Amount beneficially owned:  1,833,078 shares of Common Stock
     
(b)
Percent of class:  5.2%
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,833,078 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,833,078 shares of Common Stock

 
G.
TPG-Axon International
     
(a)
Amount beneficially owned:  1,833,078 shares of Common Stock
     
(b)
Percent of class:  5.2%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,833,078 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,833,078 shares of Common Stock

 
H.
InternationalGP
     
(a)
Amount beneficially owned:  1,833,078 shares of Common Stock
     
(b)
Percent of class:  5.2%*
     
(c)
Number of shares as to which the person has:



 
 
 
CUSIP No.  98952K107
 
13G
Page 17 of 20 Pages



       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,833,078 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,833,078 shares of Common Stock

 
I.
Singh LLC
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock
     
(b)
Percent of class:  8.5%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  3,000,000 shares of Common Stock

 
J.
Mr. Singh
     
(a)
Amount beneficially owned:  3,000,000 shares of Common Stock
     
(b)
Percent of class:  8.5%*
     
(c)
Number of shares as to which the person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  3,000,000 shares of Common Stock
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  3,000,000 shares of Common Stock

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 5 PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ].
   

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
See Item 4

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON..
   
 
Not applicable.


 
 
 
CUSIP No.  98952K107
 
13G
Page 18 of 20 Pages



Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

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.

SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  January 7, 2011

 
TPG-Axon Capital Management, L.P.
 
By:  TPG-Axon GP, LLC, general partner
   
   
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     
     
 
TPG-Axon Management LP
 
By:  TPG-Axon GP, LLC, general partner
     
     
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     



 
 
 
CUSIP No.  98952K107
 
13G
Page 19 of 20 Pages



 
TPG-Axon Partners GP, L.P.
 
By:  TPG-Axon GP, LLC, general partner
   
   
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     
     
 
TPG-Axon GP, LLC
     
     
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     

 
TPG-Axon Partners, LP
 
By:  TPG-Axon Partners GP, L.P., general partner
 
By:  TPG-Axon GP, LLC, general partner
   
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     
     
 
TPG-Axon Partners (Offshore), Ltd.
     
     
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Director
     


 
 
 
CUSIP No.  98952K107
 
13G
Page 20 of 20 Pages


 
TPG-Axon International, L.P.
 
By:  TPG-Axon International GP, LLC, general partner
 
By:  TPG-Axon Partners GP, L.P., managing member
 
By:  TPG-Axon GP, LLC, general partner
   
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     
     
 
TPG-Axon International GP, LLC
 
By:
TPG-Axon Partners GP, L.P., managing member
 
By:
TPG-Axon GP, LLC, general partner
     
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Chief Executive Officer
     
 
Dinakar Singh LLC
   
 
By:
/s/ Dinakar Singh
   
Dinakar Singh
   
Managing Member
     
     
   
/s/ Dinakar Singh
   
Dinakar Singh
   
Managing Member








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