sc13d

0000950123-09-062431.txt : 20091113 0000950123-09-062431.hdr.sgml : 20091113 20091113172353 ACCESSION NUMBER: 0000950123-09-062431 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: RICHARD T. MCGUIRE GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDRYS RESTAURANTS INC CENTRAL INDEX KEY: 0000908652 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 760405386 FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42475 FILM NUMBER: 091182702 BUSINESS ADDRESS: STREET 1: TO COME CITY: TO COME STATE: TX ZIP: TO COME BUSINESS PHONE: 7138501010 MAIL ADDRESS: STREET 1: TO COME CITY: TO COME STATE: TX ZIP: TO COME FORMER COMPANY: FORMER CONFORMED NAME: LANDRYS RESTAURANTS INC DATE OF NAME CHANGE: 20020227 FORMER COMPANY: FORMER CONFORMED NAME: LANDRYS SEAFOOD RESTAURANTS INC DATE OF NAME CHANGE: 19930706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 y02586sc13d.htm SC 13D sc13d

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240. 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240. 13d-2(a)

LANDRY’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

51508L103

(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Alan J. Sinsheimer, Esq.
Alexandra D. Korry, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
212-558-4000

November 3, 2009

(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), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the Schedule including all exhibits. See Section 240.13d-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 disclosures provided in a prior cover page.

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, as amended (“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.		51508L103	13D	Page		2		of		13	Pages

NAME OF REPORTING PERSONS

Pershing Square Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,554,255

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

1,554,255

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,554,255

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.6%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is based on 16,142,551 shares of common stock, par value $0.01 per share (“Common Shares”), of Landry’s Restaurants, Inc. (the “Issuer”) outstanding as of November 5, 2009, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2009 (the “September 30 10-Q”).


CUSIP No.		51508L103	13D	Page		3		of		13	Pages

NAME OF REPORTING PERSONS

PS Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,554,255

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

1,554,255

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,554,255

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.6%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² This calculation is based on 16,142,551 Common Shares of the Issuer outstanding as of November 5, 2009, as reported in the September 30 10-Q.


CUSIP No.		51508L103	13D	Page		4		of		13	Pages

NAME OF REPORTING PERSONS

Pershing Square GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

784,255

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

784,255

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

784,255

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.9%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is based on 16,142,551 Common Shares of the Issuer outstanding as of November 5, 2009, as reported in the September 30 10-Q.


CUSIP No.		51508L103	13D	Page		5		of		13	Pages

NAMES OF REPORTING PERSONS

William A. Ackman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,554,255

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

1,554,255

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,554,255

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.6%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is based on 16,142,551 Common Shares of the Issuer outstanding as of November 5, 2009, as reported in the September 30 10-Q.


CUSIP No.		51508L103	13D	Page		6		of		13	Pages

NAMES OF REPORTING PERSONS

Richard T. McGuire

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF (See Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

50,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0-

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

50,000

WITH

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.3%⁵

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁵ This calculation is based on 16,142,551 Common Shares of the Issuer outstanding as of November 5, 2009, as reported in the September 30 10-Q.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”), of Landry’s Restaurants, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1510 West Loop South, Houston, Texas 77027.

As of November 13, 2009, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned an aggregate of 1,604,255 Common Shares (the “Subject Shares”), representing approximately 9.9% of the outstanding Common Shares. The Reporting Persons also have additional economic exposure to approximately 2,223,876 Common Shares under certain cash-settled total return swaps (“Swaps”), bringing their total aggregate economic exposure to 3,828,131 Common Shares, representing approximately 23.7% of the outstanding Common Shares.

Item 2. Identity and Background

(a), (f) This Schedule 13D is being filed by: (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”); (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”); (iv) William A. Ackman, a citizen of the United States of America; and (v) Richard T. McGuire, a citizen of the United States of America (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a joint filing agreement, dated as of November 13, 2009, a copy of which is attached hereto as Exhibit 99.1.

(b) The business address of Pershing Square, PS Management, Pershing Square GP and William A. Ackman is 888 Seventh Avenue, 42nd Floor, New York, New York 10019. The business address of Richard T. McGuire is 295 Madison Avenue, 12th Floor, New York, New York 10017.

(c) Pershing Square’s principal business is serving as investment advisor to certain affiliated funds. PS Management’s principal business is serving as the sole general partner of Pershing Square. Pershing Square GP’s principal business is serving as the sole general partner of Pershing Square, L.P., a Delaware limited partnership, and Pershing Square II, L.P., a Delaware limited partnership. The principal occupation of William A. Ackman is serving as the managing member of each of PS Management and Pershing Square GP. The principal occupation of Richard T. McGuire is serving as the managing member of Marcato Capital Management LLC, a Delaware limited liability company.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has 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.

Item 3. Source and Amount of Funds or Other Consideration

Pershing Square advises a number of client accounts, including the accounts of Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd., a Cayman Islands exempted company (collectively, the “Pershing Square Funds”), which purchased 1,554,255 Common Shares for total consideration of $21,668,747 (including brokerage commissions) and 2,223,876 notional shares underlying the Swaps. The source of funds for such transactions was derived from the capital of the Pershing Square Funds. Richard T. McGuire purchased 50,000 Common Shares for a total consideration (including brokerage commissions) of $566,705. The source of funds for such transactions was derived from personal funds of Richard T. McGuire.

Item 4. Purpose of Transaction

The Reporting Persons purchased their stake for investment purposes.

The Reporting Persons are aware of the proposed transaction between the Issuer and affiliates of its controlling stockholder, Chairman of the Board, President and CEO, pursuant to which the minority stockholders would be cashed out at $14.75 per Common Share (the “Transaction”). The Reporting Persons do not intend to support the Transaction.

The Reporting Persons may purchase additional securities, enter into financial instruments or other agreements which increase or decrease the Reporting Persons’ economic exposure with respect to their investments in the Issuer, sell some or all of the Reporting Persons’ respective holdings in the Issuer and/or engage in any hedging or similar transactions with respect to such holdings.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the September 30 10-Q, 16,142,551 Common Shares were outstanding as of November 5, 2009. Based on the foregoing, the Subject Shares represented approximately 9.9% of the Common Shares issued and outstanding as of such date.

Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 1,554,255 Common Shares (the “Pershing Shares”). As the general partner of Pershing Square, PS

Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) the Pershing Shares. As the general partner of Pershing Square, L.P. and Pershing Square II, L.P., Pershing Square GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 784,255 Common Shares held for the benefit of Pershing Square, L.P. and Pershing Square II, L.P. By virtue of William A. Ackman’s position as managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Pershing Shares and, therefore, William A. Ackman may be deemed to be the beneficial owner of the Pershing Shares for purposes of this Schedule 13D. Richard T. McGuire has the sole power to vote or direct the vote of (and the sole power to dispose of or direct the disposition of) the 50,000 Common Shares he owns. Pershing Square, PS Management, Pershing Square GP and William A. Ackman disclaim beneficial ownership of the Common Shares held by Richard T. McGuire and Richard T. McGuire disclaims beneficial ownership of the Pershing Shares.

(c) Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares and Swaps that were effected during the past sixty days by the Reporting Persons for the benefit of the Pershing Square Funds and Richard T. McGuire.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares, except that dividends from, and proceeds from the sale of, the Common Shares held by the accounts managed by Pershing Square may be delivered to such accounts.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pershing Square, PS Management, Pershing Square GP and William A. Ackman, on the one hand, and Richard T. McGuire, on the other hand, do not currently have any contracts, arrangements or understandings with respect to the Subject Shares. They do, however, reserve the right to reach an understanding with respect to the Subject Shares in the future. Richard T. McGuire is the Chairman of the Board of Directors of Borders Group, Inc., a Michigan corporation, and Pershing Square, PS Management, Pershing Square GP and William A. Ackman have beneficial ownership of certain shares of common stock of Borders Group, Inc., as disclosed in a Schedule 13D, as amended, filed with the Securities and Exchange Commission.

The Subject Shares are beneficially owned by the Reporting Persons. Furthermore, Pershing Square, PS Management, Pershing Square GP and William A. Ackman entered into Swaps for the benefit of Pershing Square, L.P. (the “PSLP Swaps”), Pershing Square II, L.P. (the “PSII Swaps”) and Pershing Square International, Ltd (the “PSIL Swaps”, collectively with the PSLP Swaps and PSII Swaps, the “Pershing Square Swaps”) on the dates described on Exhibit 99.2. The Pershing Square Swaps constitute economic exposure to approximately 13.8% notional outstanding Common Shares in the aggregate, have reference prices ranging from $14.57 to $15.62 and expire on the dates described on Exhibit 99.2.

Under the terms of the Pershing Square Swaps (i) the applicable Pershing Square Fund will be obligated to pay to the counterparty any negative price performance of the notional number of Common Shares subject to the applicable Pershing Square Swap as of the expiration date of such Swap, plus interest at the rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay to the applicable Pershing Square Fund any positive price performance of the notional number of Common Shares subject to the applicable Pershing Square Swap as of the expiration date of the Swaps. With regard to the Pershing Square Swaps, any dividends received by the counterparty on such notional Common Shares during the term of the Swaps will be paid to the applicable Pershing Square Fund at maturity. All balances will be cash settled at the expiration date of

the Swaps. The Pershing Square Funds’ third-party counterparties for the Pershing Square Swaps include entities related to Credit Suisse, Morgan Stanley and UBS.

The Pershing Square Swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Common Shares that may be referenced in such contracts or Common Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

In addition to the agreements referenced above, the Reporting Persons from time to time, may enter into and dispose of additional cash-settled total return swaps or other similar derivative transactions with one or more counterparties that are based upon the value of Common Shares, which transactions could be significant in amount. The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Common Shares, relative value of the Common Shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the Common Shares may be included or a combination of any of the foregoing.

Item 7. Material to be Filed as Exhibits.


Exhibit 99.1		Joint Filing Agreement, dated as of November 13, 2009, among Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP LLC, William A. Ackman and Richard T. McGuire

Exhibit 99.2		Trading data

SIGNATURES

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.


Date: November 13, 2009	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

	By:	PS Management GP, LLC,
		its General Partner

	By:	/s/ William A. Ackman William A. Ackman
		Managing Member

	PS MANAGEMENT GP, LLC

	By:	/s/ William A. Ackman William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC

	By:	/s/ William A. Ackman William A. Ackman
		Managing Member

	/s/ William A. Ackman

	William A. Ackman

	/s/ Richard T. McGuire

	Richard T. McGuire

EXHIBIT INDEX


Exhibit 99.1		Joint Filing Agreement, dated as of November 13, 2009, among Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP LLC, William A. Ackman and Richard T. McGuire

Exhibit 99.2		Trading data

EX-99.1 2 y02586exv99w1.htm EX-99.1 exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of the Issuer (as defined in the attached Schedule 13D), and agrees that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this agreement as of this 13th day of November, 2009.


	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
	By:	PS Management GP, LLC,
		its General Partner

	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	/s/ William A. Ackman
	William A. Ackman

	/s/ Richard T. McGuire
	Richard T. McGuire

EX-99.2 3 y02586exv99w2.htm EX-99.2 exv99w2

EXHIBIT 99.2

Trading Data

Name

Trade Date

Buy/Sell

No. of Shares / Quantity

Unit Cost

Trade Amount

Security

Expiration Date

Pershing Square International, Ltd.

November 3, 2009

Buy

636,925

$13.79

$8,784,279

Common Stock

N/A

Pershing Square International, Ltd.

November 4, 2009

Buy

133,075

$14.21

$1,891,435

Common Stock

N/A

Pershing Square International, Ltd.

November 6, 2009

Buy

917,117

$14.57

N/A

Cash-settled total return swap

November 7, 2011

Pershing Square International, Ltd.

November 11, 2009

Buy

508,282

$15.25

N/A

Cash-settled total return swap

December 9, 2011

Pershing Square International, Ltd.

November 13, 2009

Buy

205,629

$15.62

N/A

Cash-settled total return swap

June 30, 2011

Name

Trade Date

Buy/Sell

No. of Shares / Quantity

Unit Cost

Trade Amount

Security

Expiration Date

Pershing Square, L.P.

November 3, 2009

Buy

357,833

$13.79

$4,935,125

Common Stock

N/A

Pershing Square, L.P.

November 4, 2009

Buy

411,320

$14.21

$5,846,215

Common Stock

N/A

Pershing Square, L.P.

November 6, 2009

Buy

179,303

$14.57

N/A

Cash-settled total return swap

November 7, 2011

Pershing Square, L.P.

November 11, 2009

Buy

286,090

$15.25

N/A

Cash-settled total return swap

December 9, 2011

Pershing Square, L.P.

November 13, 2009

Buy

115,983

$15.62

N/A

Cash-settled total return swap

June 30, 2011

Name

Trade Date

Buy/Sell

No. of Shares / Quantity

Unit Cost

Trade Amount

Security

Expiration Date

Pershing Square II, L.P.

November 3, 2009

Buy

7,012

$13.79

$96,707

Common Stock

N/A

Pershing Square II, L.P.

November 4, 2009

Buy

8,090

$14.21

$114,986

Common Stock

N/A

Pershing Square II, L.P.

November 6, 2009

Buy

3,580

$14.57

N/A

Cash-settled total return swap

November 7, 2011

Pershing Square II, L.P.

November 11, 2009

Buy

5,628

$15.25

N/A

Cash-settled total return swap

December 9, 2011

Pershing Square II, L.P.

November 13, 2009

Buy

2,264

$15.62

N/A

Cash-settled total return swap

June 30, 2011

Name

Trade Date

Buy/Sell

No. of Shares / Quantity

Unit Cost

Trade Amount

Security

Expiration Date

Richard T. McGuire¹

October 2, 2009

Buy

5,800

$10.37

$60,160

Common Stock

N/A

Richard T. McGuire

October 5, 2009

Buy

6,100

$10.73

$65,478

Common Stock

N/A

Richard T. McGuire

October 6, 2009

Buy

15,289

$11.04

⁴

$168,790

Common Stock

N/A

Richard T. McGuire

October 7, 2009

Buy

5,700

$11.08

⁵

$63,182

Common Stock

N/A

Richard T. McGuire

October 8, 2009

Buy

9,600

$11.01

⁶

$105,682

Common Stock

N/A

Richard T. McGuire

November 3, 2009

Buy

7,511

$13.77

⁷

$103,413

Common Stock

N/A


1		Richard T. McGuire undertakes to provide, upon request by the Securities and Exchange Commission, full information regarding the number of Common Shares (as defined in the Schedule 13D) purchased at each separate price.

2		Purchased at a range of prices from $10.32 – $10.48

3		Purchased at a range of prices from $10.69 – $10.84

4		Purchased at a range of prices from $10.92 – $11.23

5		Purchased at a range of prices from $11.05 – $11.14

6		Purchased at a range of prices from $10.92 – $11.04

7		Purchased at a range of prices from $13.74 – $13.84

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