-----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, CKvOaw4pXKU1p+zbJvvtHp1cXRB95pJoS/9GbxrcUgLSzgDxHNFP7GFHS4hMHEDj 9DCo9L3JTd6ng4dWLQc8eg== 0001422107-09-000002.txt : 20090108 0001422107-09-000002.hdr.sgml : 20090108 20090108145546 ACCESSION NUMBER: 0001422107-09-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: DANIEL J. HIRSCH GROUP MEMBERS: DAVID I. COHEN GROUP MEMBERS: DEREK C. SCHRIER GROUP MEMBERS: DOUGLAS M. MACMAHON GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON FCIP, LTD. GROUP MEMBERS: FARALLON FCOI II, LTD. GROUP MEMBERS: FARALLON FCP, LTD. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: JASON E. MOMENT GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: NOONDAY CAPITAL PARTNERS, L.L.C. GROUP MEMBERS: NOONDAY CAPITAL, L.L.C. GROUP MEMBERS: NOONDAY G.P. (U.S.), L.L.C. GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: RICHARD H. VOON GROUP MEMBERS: SAURABH K. MITTAL GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: THOMAS G. ROBERTS, JR. GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDDY ICE HOLDINGS INC CENTRAL INDEX KEY: 0001268984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 562381368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81078 FILM NUMBER: 09515559 BUSINESS ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 214 526 6740 MAIL ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Noonday Asset Management, L.P. CENTRAL INDEX KEY: 0001313250 IRS NUMBER: 331106238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 SC 13D/A 1 reddyice13da3.htm

 

OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)    *

 

 

Reddy Ice Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

75734R105

(Cusip Number)

 

Mark C. Wehrly

Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

(415) 421-2132

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

 

December 30, 2008

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 (“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).

 

(Continued on following pages)

Page 1 of 63 Pages

Exhibit Index Found on Page 60

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Asset Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

 

Page 2 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday G.P. (U.S.), L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 3 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Capital, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 4 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

David I. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 5 of 63 Pages

 

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Saurabh K. Mittal

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 6 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr. [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 7 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Capital Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

39,969

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

39,969

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,969

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 8 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

359,387

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

359,387

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

359,387

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 9 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

324,573

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

324,573

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

324,573

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 10 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

31,600

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

31,600

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,600

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 11 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

25,422

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

25,422

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,422

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 12 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Tinicum Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

12,791

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

12,791

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,791

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 13 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

271,341

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

271,341

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

271,341

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 14 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

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

 

Farallon FCP, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

83,697

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

83,697

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

83,697

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 15 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

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

 

Farallon FCIP, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

105,776

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

105,776

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

105,776

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 16 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

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

 

Farallon FCOI II, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

90,447

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

90,447

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,447

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 17 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

882,156

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

882,156

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

882,156

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

 

Page 18 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,345,003

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,345,003

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,345,003

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 19 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 20 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 21 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Daniel J. Hirsch [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 22 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 23 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Douglas M. MacMahon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 24 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 25 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 26 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 27 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Ashish H. Pant

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 28 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 29 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Derek C. Schrier [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

-0-

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 30 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 31 of 63 Pages

 

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 32 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Richard H. Voon [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 33 of 63 Pages

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 2,227,159 Shares, which is 10.1% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,227,159

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,227,159

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,227,159

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 34 of 63 Pages

               This Amendment No. 3 to Schedule 13D amends the Schedule 13D initially filed on July 12, 2007 (together with all prior and current amendments thereto, this “Schedule 13D”).

 

Item 2. Identity And Background

 

Item 2 is amended and restated in its entirety as follows:

(a)          This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

The Noonday Sub-adviser Entities

 

 

(i)

Noonday G.P. (U.S.), L.L.C., a Delaware limited liability company which is a sub-investment adviser to each of the Funds, the Farallon Trusts and the Managed Accounts (the “First Noonday Sub-adviser”), with respect to all of the Shares held by the Funds, the Farallon Trusts and the Managed Accounts;

 

 

(ii)

Noonday Asset Management, L.P., a Delaware limited partnership which is a sub-investment adviser to each of the Funds, the Farallon Trusts and the Managed Accounts (the “Second Noonday Sub-adviser”), with respect to all of the Shares held by the Funds, the Farallon Trusts and the Managed Accounts; and

 

 

(iii)

Noonday Capital, L.L.C., a Delaware limited liability company which is the general partner of the Second Noonday Sub-adviser (the “Noonday General Partner”), with respect to all of the Shares held by the Funds, the Farallon Trusts and the Managed Accounts.

 

The First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Noonday General Partner are together referred to herein as the “Noonday Sub-adviser Entities.”

 

The Noonday Managing Members

 

 

(iv)

The following persons, each of whom is a managing member of both the First Noonday Sub-adviser and the Noonday General Partner, with respect to all of the Shares held by the Funds, the Farallon Trusts and the Managed Accounts: David I. Cohen (“Cohen”), Saurabh K. Mittal (“Mittal”), Thomas G. Roberts, Jr. (“Roberts”) and Andrew J. M. Spokes (“Spokes”).

 

Cohen, Mittal, Roberts and Spokes (in his capacity as managing member of both the First Noonday Sub-adviser and the Noonday General Partner) are referred to herein as the “Noonday Individual Reporting Persons.”

 

Page 35 of 63 Pages

The Noonday Fund

 

 

(v)

Noonday Capital Partners, L.L.C., a Delaware limited liability company (the “Noonday Fund”), with respect to the Shares held by it.

The Farallon Funds

 

(vi)

Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

 

(vii)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

 

(viii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

 

(ix)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

 

(x)

Tinicum Partners, L.P., a New York limited partnership (“Tinicum”), with respect to the Shares held by it; and

 

 

(xi)

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

 

FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred to herein as the “Farallon Funds.” The Noonday Fund and the Farallon Funds are together referred to herein as the “Funds.”

 

The Farallon Trusts

 

 

(xii)

Farallon FCP, Ltd., a Delaware statutory trust (the “FCP Trust”), with respect to the Shares held by it;

 

 

(xiii)

Farallon FCIP, Ltd., a Delaware statutory trust (the “FCIP Trust”), with respect to the Shares held by it; and

 

 

(xiv)

Farallon FCOI II, Ltd., a Cayman Islands trust (the “FCOI II Trust”), with respect to the Shares held by it.

 

The FCP Trust, the FCIP Trust and the FCOI II Trust are together referred to herein as the “Farallon Trusts.”

 

The Management Company

 

(xv)

Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by certain accounts (the “Managed Accounts”), two of which have a

 

Page 36 of 63 Pages

 

 

parent-wholly owned subsidiary relationship (the “Parent Managed Account” and the “Subsidiary Managed Account,” respectively), each as managed by the Management Company.

 

The Farallon General Partner  

 

 

(xvi)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of the Farallon Funds, the managing member of the Noonday Fund and a trustee of each of the Farallon Trusts, with respect to the Shares held by each of the Funds and the Farallon Trusts, as applicable.

The Farallon Managing Members  

 

(xvii)

The following persons, each of whom is, or with respect to Schrier (as defined below) was, a managing member of both the Farallon General Partner and the Management Company, with respect to the Shares held by the Funds, the Farallon Trusts and the Managed Accounts: William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), William F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Derek C. Schrier (“Schrier”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”), Richard H. Voon (“Voon”) and Mark C. Wehrly (“Wehrly”).

 

Duhamel, Fried, Hirsch, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Spokes (in his capacity as a managing member of the Farallon General Partner and the Management Company), Steyer, Voon and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.” The Noonday Individual Reporting Persons and the Farallon Individual Reporting Persons are together referred to herein as the “Individual Reporting Persons.” Unless the context otherwise requires, any reference to the “Farallon Individual Reporting Persons,” the “Individual Reporting Persons” or the “Reporting Persons” shall not include Schrier.

 

This Schedule 13D reports that:

 

(i) effective as of May 27, 2008, Schrier had resigned as a managing member of the Farallon General Partner and the Management Company and no longer had investment discretion with respect to the Shares beneficially owned by the Funds, the Farallon Trusts and the Managed Accounts. As such, Schrier may no longer be deemed a beneficial owner of the Shares beneficially owned by the Funds, the Farallon Trusts and the Managed Accounts;

 

(ii) effective as of January 1, 2009, Roberts became a managing member of both the First Noonday Sub-adviser and the Noonday General Partner and, as such, may be deemed the beneficial owner of the Shares beneficially owned by the Funds, the Farallon Trusts and the Managed Accounts as of such date; and

 

Page 37 of 63 Pages

 

(iii) effective as of January 1, 2009, each of Hirsch and Voon became a managing member of both the Farallon General Partner and the Management Company and, as such, may be deemed the beneficial owner of the Shares beneficially owned by the Funds, the Farallon Trusts and the Managed Accounts as of such date.

 

(b)          The address of the principal business office of (i) the Funds, the Farallon Trusts Management Company and the Farallon General Partner is One Maritime Plaza, Suite 2100, San Francisco, California 94111, (ii) the Noonday Sub-adviser Entities is 227 West Trade Street, Suite 2140, Charlotte, North Carolina 28202 and (iii) each of the Individual Reporting Persons is set forth in Annex 1 hereto.

(c)          The principal business of each of the Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of each of the Farallon Trusts is to liquidate over time any assets transferred to it (see Item 4). The principal business of the First Noonday Sub-adviser and the Second Noonday Sub-adviser, a registered investment adviser, is to act as a sub-investment adviser to the Funds, the Farallon Trusts and the Managed Accounts. The principal business of the Noonday General Partner is to act as the general partner of the Second Noonday Sub-adviser. The principal business of the Management Company is that of a registered investment adviser. The principal business of the Farallon General Partner is to act as the general partner of the Farallon Funds, the managing member of the Noonday Fund and a trustee of the Farallon Trusts. The principal business of each of the Individual Reporting Persons is set forth in Annex 1 hereto.

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

(e)          None of the Reporting Persons has, during the last five years, been 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.

(f)           The citizenship of each of the Funds, the Farallon Trusts the Noonday Sub-adviser Entities, the Management Company and the Farallon General Partner is set forth above. Each of the Individual Reporting Persons other than Mittal, Pant and Spokes is a citizen of the United States. Mittal and Pant are citizens of India. Spokes is a citizen of the United Kingdom.

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

Item 3. Source And Amount Of Funds And Other Consideration

Item 3 is supplemented to report the following:

Internal Transfers

Page 38 of 63 Pages

As of January 1, 2009, each of FCP, FCIP and FCOI II transferred to its corresponding Farallon Trust a portion of its assets, including the Shares reported herein by such Farallon Trust. As a result of such transfer, the FCP Trust received 83,697 Shares from FCP, the FCIP Trust received 105,776 Shares from FCIP and the FCOI II Trust received 90,447 Shares from FCOI II. None of the Farallon Trusts paid consideration for receipt of the transferred Shares.

Item 4. Purpose Of The Transaction

Item 4 is amended and restated in its entirety as follows:

The purpose of the acquisition of the Shares was for investment, and the acquisitions of the Shares were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company.

As to the Shares held by the Funds and the Managed Accounts other than the Parent Managed Account, although such entities do not have any specific plan or proposal to acquire, transfer or dispose of the Shares,consistent with their investment purpose, such entities at any time and from time to time may acquire additional Shares or other securities of the Company or transfer or dispose of any or all of their Shares depending upon an ongoing evaluation of the investment in the Shares,prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Persons and/or other investment considerations. None of such Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company which it may hold at any point in time.

The Farallon Trusts intend to liquidate over time. The timing and amount of the disposal of any particular asset, including Shares,will depend upon an ongoing evaluation of the asset in question, prevailing market conditions, regulatory restrictions (if any) and/or other investment considerations. The Management Company expects to dispose of the Shares held by the Parent Managed Account over time, subject to considerations comparable to those noted in the preceding sentence.

Also, consistent with their investment intent, certain Reporting Persons may engage in communications regarding the Company with, without limitation, one or more officers of the Company, one or more members of the board of directors of the Company and/or one or more shareholders of the Company. Such communications may concern, without limitation, the Company’s operations, the Company’s capital structure and potential strategies to enhance shareholder value. During the course of such communications, such Reporting Persons may advocate or oppose one or more courses of action.

 

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest In Securities Of The Issuer

 

Page 39 of 63 Pages

Item 5 is amended and restated in its entirety as follows:

 

 

(a)

The Noonday Sub-adviser Entities  

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Noonday Sub-adviser Entity is incorporated herein by reference for each such Noonday Sub-adviser Entity. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 22,114,116 Shares outstanding as of November 4, 2008 as reported by the Company in its Quarterly Report on Form 10-Q for the period ended September 30, 2008 filed with the Securities and Exchange Commission on November 7, 2008.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Funds and the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

Not applicable.

 

 

(b)

The Noonday Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Noonday Individual Reporting Person is incorporated herein by reference for each such Noonday Individual Reporting Person.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Funds and the Farallon Trusts. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the

 

 

Page 40 of 63 Pages

 

 

 

Shares held by the Managed Accounts. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

Not applicable.

 

 

(c)

The Funds

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Fund is incorporated herein by reference for each such Fund.

 

 

(c)

The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases or sales of the Shares by the Funds in the past 60 days are set forth on Schedules A-F hereto and are incorporated herein by reference. All of such transactions were open-market transactions. The transfer date and number of Shares transferred for each transaction by the Funds in the past 60 days which is not a purchase or sale are set forth on Schedules A-F hereto and are incorporated herein by reference.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Funds and the Farallon Trusts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

 

(d)

The Farallon Trusts

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Trust is incorporated herein by reference.

 

 

(c)

The transfer dates and number of Shares transferred to each Farallon Trust from the applicable Farallon Fund in the past 60 days are set forth on Schedules G-I herein and are incorporated herein by reference. No consideration was paid for any such transfers.

 

 

(d)

The Farallon General Partner in its capacity as trustee of the Farallon Trusts has the power to direct the receipt of dividends relating to, or the

 

Page 41 of 63 Pages

 

 

 

disposition of the proceeds of the sale of, all of the Shares held by the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser and the Second Noonday Sub-adviser, in its capacity as a sub-investment adviser to the Farallon Trusts has the power to direct the receipt of the dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Trusts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. The Noonday Individual Reporting Persons are managing members of both the first Noonday Sub-adviser and the Noonday General Partner.

 

 

(e)

Not applicable.

 

 

(e)

The Management Company

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.

 

 

(c)

The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases or sales of the Shares by the Management Company in the past 60 days are set forth on Schedule J hereto and are incorporated herein by reference. All of such transactions were open-market transactions. As of January 1, 2009, the Management Company effected a transfer of certain Shares from the Parent Managed Account to the Subsidiary Managed Account.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of the Management Company.

 

 

(e)

Not applicable.

 

 

(e)

The Farallon General Partner

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 

 

(c)

None.

 

 

Page 42 of 63 Pages

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Funds and the Farallon Trusts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

 

(f)

The Farallon Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Funds and the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

As of May 27, 2008, Schrier may no longer be deemed the beneficial owner of any Shares.

 

The Shares reported hereby for the Funds and the Farallon Trusts are owned directly by the Funds and the Farallon Trusts, as applicable and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The First Noonday Sub-adviser and the Second Noonday Sub-adviser, as sub-investment advisers to the Funds, the Farallon Trusts and the Managed Accounts, may be deemed to be the beneficial owners of all such Shares owned by the Funds, the Farallon Trusts and the Managed Accounts. The Noonday General Partner, as general partner to the Second Noonday Sub-adviser, may be deemed to be the beneficial owner of all such Shares owned by the Funds, the Farallon Trusts and the Managed Accounts. The Noonday Individual Reporting Persons, as

 

Page 43 of 63 Pages

managing members of both the First Noonday Sub-adviser and the Noonday General Partner, may each be deemed to be the beneficial owner of all such Shares owned by the Funds, the Farallon Trusts and the Managed Accounts. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. The Farallon General Partner, as general partner to the Farallon Funds, a trustee of the Farallon Trusts and managing member of the Noonday Fund, may be deemed to be the beneficial owner of all such Shares owned by the Funds and the Farallon Trusts. The Farallon Individual Reporting Persons, as managing members of both the Management Company and the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Funds, the Farallon Trusts and the Managed Accounts. Each of the Noonday Sub-adviser Entities, the Management Company, the Farallon General Partner and the Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

Item 6.

Contracts, Arrangements, Understandings Or

Relationships With Respect To Securities Of The Issuer

 

Item 6 is amended and restated in its entirety as follows:

 

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7. Materials To Be Filed As Exhibits

 

There is filed herewith as Exhibit 5 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended. There is filed as Exhibit 6 a Power of Attorney executed by Roberts.

 

 

 

Page 44 of 63 Pages

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 8, 2009

 

/s/ Monica R. Landry

NOONDAY G.P. (U.S.), L.L.C.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

NOONDAY CAPITAL, L.L.C.,

On its own behalf

and as the General Partner of

NOONDAY ASSET MANAGEMENT, L.P.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf,

as the General Partner of

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.,

as the Managing Member of

NOONDAY CAPITAL PARTNERS, L.L.C.

and as a Trustee of

FARALLON FCP, LTD.,

FARALLON FCIP, LTD. and

FARALLON FCOI II, LTD.

By Monica R. Landry, Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry, Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of David I. Cohen, William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment, Rajiv A. Patel, Ashish H. Pant, Thomas G. Roberts, Jr., Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly



Page 45 of 63 Pages

 

The Power of Attorney executed by each of Noonday G.P. (U.S.), L.L.C., Noonday Asset Management, L.P., Noonday Capital, L.L.C. and Cohen authorizing Landry to sign and file this Schedule 13D on its or his behalf, which was filed with Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission on January 10, 2005 by such Reporting Persons with respect to the Common Stock of Catalytica Energy Systems, Inc.,is hereby incorporated by reference. The Power of Attorney executed by Mittal authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 6 to the Schedule 13G filed with the Securities and Exchange Commission on October 5, 2005 by such Reporting Person with respect to the Common Stock of Catalytica Energy Systems, Inc., is hereby incorporated by reference. The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference. The Power of Attorney executed by each of Hirsch and Voon authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on January 6, 2009 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Roberts authorizing Landry to sign and file this Schedule 13D on his behalf, which is filed as Exhibit 6 to this Schedule 13D, is hereby incorporated by reference.

 

 

 

 

Page 46 of 63 Pages

ANNEX 1

 

Set forth below with respect to the Noonday Sub-adviser Entities, the Management Company and the Farallon General Partner is the following information: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below with respect to each Individual Reporting Person is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

1.

The First Noonday Sub-adviser

 

 

(a)

Noonday G.P. (U.S.), L.L.C.

 

(b)

c/o Noonday Asset Management, L.P.

 

227 West Trade Street, Suite 2140

 

Charlotte, North Carolina 28202

 

(c)

Serves as sub-investment adviser to investment funds, related trusts and managed

 

accounts

 

(d)

Delaware limited liability company

 

(e)

Managing Members: David I. Cohen, Saurabh K. Mittal, Thomas G. Roberts, Jr. and Andrew J. M. Spokes

 

2.

The Second Noonday Sub-adviser

 

 

(a)

Noonday Asset Management, L.P.

 

(b)

227 West Trade Street, Suite 2140
Charlotte, North Carolina 28202

 

(c)

Serves as sub-investment adviser to investment funds, related trusts and managed accounts

 

(d)

Delaware limited partnership

 

(e)

David I. Cohen, Saurabh K. Mittal, Thomas G. Roberts, Jr. and Andrew J. M. Spokes, the managing members of its general partner

 

3.

The Noonday General Partner

 

 

(a)

Noonday Capital, L.L.C.

 

(b)

c/o Noonday Asset Management, L.P.

 

227 West Trade Street, Suite 2140

 

Charlotte, North Carolina 28202

 

(c)

Serves as general partner of the Second Noonday Sub-adviser

 

(d)

Delaware limited liability company

 

(e)

Managing Members: David I. Cohen, Saurabh K. Mittal, Thomas G. Roberts, Jr. and Andrew J. M. Spokes

 

4.

The Noonday Individual Reporting Persons

 

Each of Cohen and Roberts is a citizen of the United States. Mittal is a citizen of India. Spokes is a citizen of the United Kingdom. The business address of each of the Noonday Individual Reporting Persons is c/o Noonday Asset Management, L.P., 227 West Trade

 

Page 47 of 63 Pages

Street, Suite 2140, Charlotte, North Carolina 28202. The principal occupation of each of the Noonday Individual Reporting Persons is serving as the managing member of both the First Noonday Sub-adviser and the Noonday General Partner. The Noonday Individual Reporting Persons do not have any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

 

5.

The Management Company

 

 

(a)

Farallon Capital Management, L.L.C.

 

(b)

One Maritime Plaza, Suite 2100

San Francisco, California 94111

 

(c)

Serves as investment adviser to various managed accounts

 

(d)

Delaware limited liability company

 

(e)

Managing Members: Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly, Managing Members.

 

6.

The Farallon General Partner

 

 

(a)

Farallon Partners, L.L.C.

 

(b)

c/o Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

 

(c)

Serves as general partner to investment partnerships and trustee to related trusts

 

(d)

Delaware limited liability company

 

(e)

Managing Members: Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly, Managing Members.

 

7.

Managing Members of the Management Company and the Farallon General Partner

 

Each of the managing members of the Management Company and the Farallon General Partner other than Pant, Spokes and Swart, is a citizen of the United States. Pant is a citizen of India. Spokes is a citizen of the United Kingdom. Swart is a citizen of New Zealand. The business address of each of the managing members of the Management Company and the Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The principal occupation of Steyer is serving as senior managing member of both the Management Company and the Farallon General Partner. The principal occupation of each other managing member of the Management Company and the Farallon General Partner is serving as a managing member of both the Management Company and the Farallon General Partner. None of the managing members of the Management Company and the Farallon General

 

Page 48 of 63 Pages

 

Partner has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

 

    

 

 

Page 49 of 63 Pages

 

 

SCHEDULE A

 

NOONDAY CAPITAL PARTNERS, L.L.C.  

 

 

 

 

TRADE DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

 

 

  NO. OF

    SHARES SOLD

 

200

100

200

500

 2,431

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

 

 

Page 50 of 63 Pages

SCHEDULE B

 

FARALLON CAPITAL PARTNERS, L.P.

 

 

 

 

TRADE /

TRANSFER DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

01/01/09

 

 

 

  NO. OF

      SHARES SOLD (S)

       OR TRANSFERRED (T)

 

    1,900 (S)

       800 (S)

    2,400 (S)

    5,000 (S)

     27,216 (S)

     83,697 (T)*

 

 

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

N/A

 

* Transferred to Farallon FCP, Ltd.

 

Page 51 of 63 Pages

SCHEDULE C

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

 

 

 

 

 

TRADE /

TRANSFER DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

01/01/09

 

 

 

  NO. OF

      SHARES SOLD (S)

       OR TRANSFERRED (T)

 

    2,200 (S)

    1,000 (S)

    2,800 (S)

    5,700 (S)

     30,951 (S)

      105,776 (T)*

 

 

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

N/A

 

* Transferred to Farallon FCIP, Ltd.

 

Page 52 of 63 Pages

SCHEDULE D

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 

 

 

 

 

TRADE DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

 

 

   NO. OF

    SHARES SOLD

 

300

100

400

800

 4,578

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

 

Page 53 of 63 Pages

 

SCHEDULE E

 

TINICUM PARTNERS, L.P.

 

 

 

 

 

TRADE DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

 

 

  NO. OF

    SHARES SOLD

 

200

100

200

400

 2,209

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

 

Page 54 of 63 Pages

SCHEDULE F

 

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.  

 

 

 

 

 

TRADE /

TRANSFER DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

01/01/09

 

 

 

                     NO. OF

            SHARES SOLD (S)

       OR TRANSFERRED (T)

 

 1,900 (S)

800 (S)

 2,400 (S)

 5,000 (S)

  26,930 (S)

  90,447 (T)*

 

 

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

N/A

 

* Transferred to Farallon FCOI II, Ltd.

 

 

 

Page 55 of 63 Pages

SCHEDULE G

 

FARALLON FCP, LTD.

 

 

 

 

TRANSFER DATE

 

01/01/09

 

 

NO. OF SHARES

ACQUIRED

 

83,697

 

 

PRICE

PER SHARE ($)

 

N/A

 

 

Page 56 of 63 Pages

SCHEDULE H

 

FARALLON FCIP, LTD

 

 

 

TRANSFER DATE

 

01/01/09

 

NO. OF SHARES

ACQUIRED

 

105,776

 

PRICE

PER SHARE ($)

 

N/A

 

 

Page 57 of 63 Pages

SCHEDULE I

 

FARALLON FCOI II, LTD.

 

 

 

TRANSFER DATE

 

01/01/09

 

NO. OF SHARES

ACQUIRED

 

90,447

 

PRICE

PER SHARE ($)

 

N/A

 

 

Page 58 of 63 Pages

SCHEDULE J

 

FARALLON CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

TRADE DATE

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

 

 

12/23/08

12/24/08

12/26/08

12/29/08

12/30/08

 

 

  NO. OF

    SHARES SOLD

 

 3,896

 1,700

 5,079

  10,166

  55,097

 

 

800

400

 1,000

 2,100

 11,188

 

 

 

PRICE

PER SHARE ($)

 

1.95

1.95

1.79

1.68

1.39

 

 

1.95

1.95

1.79

1.68

1.39

 

 

 

Page 59 of 63 Pages

EXHIBIT INDEX

 

 

EXHIBIT 5

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

EXHIBIT 6

Power of Attorney for Thomas G. Roberts, Jr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 60 of 63 Pages

EXHIBIT 5

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: January 8, 2009

 

/s/ Monica R. Landry

NOONDAY G.P. (U.S.), L.L.C.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

NOONDAY CAPITAL, L.L.C.,

On its own behalf

and as the General Partner of

NOONDAY ASSET MANAGEMENT, L.P.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf,

as the General Partner of

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.,

as the Managing Member of

NOONDAY CAPITAL PARTNERS, L.L.C.

and as a Trustee of

FARALLON FCP, LTD.,

FARALLON FCIP, LTD. and

FARALLON FCOI II, LTD.

By Monica R. Landry, Managing Member

 

 

Page 61 of 63 Pages

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry, Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of David I. Cohen, William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment, Rajiv A. Patel, Ashish H. Pant, Thomas G. Roberts, Jr., Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly

 

 

Page 62 of 63 Pages

EXHIBIT 6

to

SCHEDULE 13D

 

POWER OF ATTORNEY

 

The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly as his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in his individual capacity as a result of the undersigned’s position as managing member of Noonday Capital, L.L.C. and/or Noonday G.P. (U.S.), L.L.C., and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney executed by the undersigned in his or her capacity as a managing member of Noonday Capital, L.L.C. and/or Noonday G.P. (U.S.), L.L.C., with respect to the execution and filing of Filing Documentation.

 

Date:

December 31, 2008

By: /s/ Thomas G. Roberts, Jr.

Name: Thomas G. Roberts, Jr.

 

 

Page 63 of 63 Pages

 

 

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