-----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, QF9dtSeA7pdNlqmvnVzOEDh3F7GYNgRXhvwqMHwSLw3DEuCLpyEYiiUvYfPWr3jQ gG3LWN9vVrhJqiu/wOeSUQ== 0001422107-09-000234.txt : 20090423 0001422107-09-000234.hdr.sgml : 20090423 20090423160922 ACCESSION NUMBER: 0001422107-09-000234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090423 DATE AS OF CHANGE: 20090423 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: DANIEL J. HIRSCH GROUP MEMBERS: DAVID I. COHEN 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: 09766742 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 reddyice13da4.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)   *

 

 

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)

 

April 13, 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 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 49 Pages

Exhibit Index Found on Page 47

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr.

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

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 2,006,018 Shares, which is 9.1% 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

 

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 2,006,018 Shares, which is 9.1% 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

 

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 2,006,018 Shares, which is 9.1% 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

 

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 2,006,018 Shares, which is 9.1% 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

 

16,378

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

16,378

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,378

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

 

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 2,006,018 Shares, which is 9.1% 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

 

8,241

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

8,241

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,241

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)

 

PN

 

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 2,006,018 Shares, which is 9.1% 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

 

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 2,006,018 Shares, which is 9.1% 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

 

53,922

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

53,922

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

53,922

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

 

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 2,006,018 Shares, which is 9.1% 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

 

68,147

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

68,147

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

68,147

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

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 2,006,018 Shares, which is 9.1% 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

 

58,271

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

58,271

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,271

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

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 2,006,018 Shares, which is 9.1% 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

 

774,189

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

774,189

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

774,189

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

 

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 2,006,018 Shares, which is 9.1% 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

 

1,231,829

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,231,829

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,231,829

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Daniel J. Hirsch

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13D

CUSIP No. 75734R105

 

 

1

NAMES OF REPORTING PERSONS

 

Richard H. Voon

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

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 2,006,018 Shares, which is 9.1% 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

 

2,006,018

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,006,018

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,006,018

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

                 This Amendment No. 4 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 5.      Interest In Securities Of The Issuer

 

 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 March 6, 2009, as reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission on March 11, 2009.

 

 

(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.

 

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 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.

 

 

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 and sales of the Shares by the Funds in the past 60 days are set forth on Schedules A-B hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(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 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.

 

 

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 trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Farallon Trusts in the past 60 days are set forth on Schedules C-E hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(d)

The Farallon General Partner in its capacity as a trustee of the Farallon Trusts 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 Farallon Trusts as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. 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 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 Noonday Individual Reporting Persons are managing members of both the First Noonday Sub-adviser and the Noonday General Partner.

 

 

(e)

Not applicable.

 

 

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 and sales of the Shares by the Management Company on behalf of the Managed Accounts in the past 60 days are set forth on Schedule F hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(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.

 

 

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.

 

 

(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.

 

 

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)

Not applicable.

 

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 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 7.       Materials To Be Filed As Exhibits

 

 There is filed herewith as Exhibit 7 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.

 

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: April 23, 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 solely 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., Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly

 

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 Roberts authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission on January 8, 2009 by such Reporting Person with respect to the Common Stock of Reddy Ice Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, 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 Amendment No. 1 to 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.

 

SCHEDULE A

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

 500

1.75

 3/24/09

 822

1.79

 3/24/09

78

1.79

 3/25/09

 122

1.74

 3/25/09

 378

1.74

 3/26/09

 100

1.74

 3/27/09

10

1.74

 3/30/09

   1,000

1.49

 3/31/09

 600

1.49

4/1/09

 800

1.49

4/2/09

 188

1.50

4/2/09

 612

1.50

4/3/09

 300

1.49

4/3/09

12

1.49

4/3/09

 188

1.49

4/6/09

 788

1.49

4/6/09

 100

1.49

4/6/09

 412

1.49

4/7/09

 100

1.49

4/8/09

 400

1.49

4/9/09

   1,200

1.49

 4/13/09

 334

1.49

 

SCHEDULE B

 

TINICUM PARTNERS, L.P.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

   300

1.75

 3/24/09

   400

1.79

 3/25/09

   300

1.74

 3/26/09

   100

1.74

 3/30/09

   500

1.49

 3/31/09

   300

1.49

4/1/09

   400

1.49

4/2/09

   109

1.50

4/2/09

    291

1.50

4/3/09

   200

1.49

4/6/09

    591

1.49

4/6/09

 9

1.49

4/7/09

   91

1.49

4/7/09

 9

1.49

4/8/09

   200

1.49

4/9/09

   600

1.49

4/13/09

   150

1.49

 

SCHEDULE C

 

FARALLON FCP, LTD.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

  998

1.75

 3/23/09

  802

1.75

 3/24/09

   2,900

1.79

 3/25/09

   1,700

1.74

 3/26/09

 300

1.74

 3/27/09

30

1.74

 3/30/09

   3,200

1.49

 3/31/09

   2,000

1.49

4/1/09

   1,894

1.49

4/1/09

 806

1.49

4/2/09

   2,700

1.50

4/3/09

 545

1.49

4/3/09

 504

1.49

4/3/09

 551

1.49

4/6/09

 227

1.49

4/6/09

 101

1.49

4/6/09

 982

1.49

4/6/09

 671

1.49

4/6/09

 151

1.49

4/6/09

3

1.49

4/6/09

 428

1.49

4/6/09

76

1.49

4/6/09

   1,461

1.49

4/7/09

 500

1.49

4/8/09

   1,300

1.49

4/9/09

   3,700

1.49

4/13/09

   1,245

1.49

 

SCHEDULE D

 

FARALLON FCIP, LTD.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

     2,200

1.75

 3/24/09

     3,700

1.79

 3/25/09

     2,100

1.74

 3/26/09

   400

1.74

 3/27/09

  30

1.74

 3/30/09

   408

1.49

 3/30/09

     2,134

1.49

 3/30/09

    1,067

1.49

 3/30/09

    331

1.49

 3/30/09

   160

1.49

 3/31/09

   200

1.49

 3/31/09

   297

1.49

 3/31/09

   408

1.49

 3/31/09

    1,695

1.49

4/1/09

    3,400

1.49

4/2/09

    3,400

1.50

4/3/09

    2,000

1.49

4/6/09

    5,200

1.49

4/7/09

   600

1.49

4/8/09

    1,600

1.49

4/9/09

    4,700

1.49

 4/13/09

    1,599

1.49

 

SCHEDULE E

 

FARALLON FCOI II, LTD.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

   1,900

1.75

 3/24/09

  583

1.79

 3/24/09

   2,617

1.79

 3/25/09

   1,800

1.74

 3/26/09

 400

1.74

 3/27/09

30

1.74

 3/30/09

  911

1.49

 3/30/09

   1,311

1.49

 3/30/09

 479

1.49

 3/30/09

 799

1.49

 3/31/09

 873

1.49

 3/31/09

 943

1.49

 3/31/09

 384

1.49

4/1/09

   1,248

1.49

4/1/09

   1,652

1.49

4/2/09

 153

1.50

4/2/09

 447

1.50

4/2/09

 350

1.50

4/2/09

32

1.50

4/2/09

   1,918

1.50

4/3/09

   1,700

1.49

4/6/09

   2,194

1.49

4/6/09

   2,206

1.49

4/7/09

  500

1.49

4/8/09

   1,400

1.49

4/9/09

   4,000

1.49

 4/13/09

   1,346

1.49

 

SCHEDULE F

 

FARALLON CAPITAL MANAGEMENT, L.L.C.

 

 

TRADE DATE

NO. OF SHARES

SOLD

PRICE

PER SHARE ($)

 

 

 

 3/23/09

 6,500

1.75

 3/24/09

  10,700

1.79

 3/25/09

 4,100

1.74

 3/25/09

 1,900

1.74

 3/26/09

 1,300

1.74

 3/27/09

100

1.74

 3/30/09

  11,600

1.49

 3/31/09

 7,300

1.49

4/1/09

301

1.49

4/1/09

 9,599

1.49

4/2/09

 9,800

1.50

4/3/09

 5,700

1.49

4/6/09

 5,254

1.49

4/6/09

523

1.49

4/6/09

  2,791

1.49

4/6/09

  6,332

1.49

4/7/09

  1,600

1.49

4/8/09

  4,400

1.49

4/9/09

   13,700

1.49

 4/13/09

  4,467

1.49

 

 

EXHIBIT INDEX

 

 

EXHIBIT 7

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

 

 

 

EXHIBIT 7

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: April 23, 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 solely as a Trustee of

FARALLON FCP, LTD.,

FARALLON FCIP, LTD. and

FARALLON FCOI II, LTD.

By Monica R. Landry, Managing Member

 

 

 

 

/s/ Mon