SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LEAP WIRELESS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
521863308
(CUSIP Number)
Owl Creek Asset Management, L.P.
640 Fifth Avenue, 20th Floor, New York, NY 10019, Attn: Daniel Sapadin
(212) 688-2550
(Name, address and telephone number of person
authorized to receive notices and communications)
December 19, 2007
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 17 Pages)
CUSIP No. 521863308 13D Page 2 of 17 pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
108,300
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
108,300
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
108,300
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.16%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 521863308 13D Page 3 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek II, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
856,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
856,500
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
856,500
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.26%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 521863308 13D Page 4 of 17 pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Advisors, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS ** WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
964,800
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
964,800
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
964,800
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.41%
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(14) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 521863308 13D Page 5 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Asset Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,605,983
--------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,605,983
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,605,983
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.82%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 521863308 13D Page 6 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey A. Altman
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
3,570,783
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
3,570,783
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,570,783
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.24%
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(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 521863308 13D Page 7 of 17 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.0001 (the
"Common Stock"), of Leap Wireless International, Inc. (the "Issuer"), a Delaware
corporation whose principal executive offices are located at 10307 Pacific
Center Court, San Diego, California 92121.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Owl Creek I, L.P., a Delaware limited partnership ("Owl
Creek I"), with respect to the shares of Common Stock beneficially owned by it;
(ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl
Creek II"), with respect to the shares of Common Stock beneficially owned by it;
(iii) Owl Creek Advisors, LLC, a Delaware limited liability
company (the "General Partner"), with respect to the shares of Common Stock
beneficially owned by Owl Creek I and Owl Creek II;
(iv) Owl Creek Asset Management, L.P., a Delaware Limited
Partnership (the "Investment Manager"), with respect to the shares of Common
Stock beneficially owned by Owl Creek Overseas Fund, Ltd., an exempted company
organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl
Creek Socially Responsible Investment Fund, Ltd., an exempted company organized
under the laws of the Cayman Islands ("SRIF"); and
(v) Jeffrey A. Altman, with respect to shares of Common Stock
beneficially owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures made herein with respect
to persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal office of the Reporting Persons is
640 Fifth Avenue, 20th Floor, New York, NY 10019.
(c) The principal business of each of Owl Creek I and Owl Creek II
is serving as a private investment limited partnership. The principal business
of the General Partner is serving as general partner of Owl Creek I and Owl
Creek II, respectively. The principal business of the Investment Manager is
serving as Investment Manager to Owl Creek Overseas and SRIF.
(d) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
CUSIP No. 521863308 13D Page 8 of 17 Pages
(e) None of the Reporting Persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was, or is subject
to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) Each of Owl Creek I, Owl Creek II and the Investment Manager is
a limited partnership organized under the laws of the State of Delaware. The
General Partner is a limited liability company organized under the laws of the
State of Delaware. Mr. Altman is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock were purchased on margin. The Reporting
Person's margin transactions are with Morgan Stanley & Co., on such firm's usual
terms and conditions. All of part of the shares of Common Stock beneficially
owned by the Reporting Persons may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to Owl Creek I, Owl Creek II, Owl Creek Overseas or
SRIF. Such loans bear interest at a rate based upon the broker's call rate from
time to time in effect. such indebtedness may be refinanced with other banks or
broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons have pursued and may in the future
pursue further discussions with management in an effort to maximize long-term
value for shareholders. Also, the Reporting Persons may at times hold
discussions with management in order to ensure that the interests of current
shareholders are protected.
The Reporting Persons intend to dispose of the shares in one or more
open market or privately negotiated transactions or otherwise, when and if an
opportunity becomes available to do so, and may dispose of any or all of the
shares at any time. The Reporting Persons have no present plan or proposal that
would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and may engage in further
discussions with management, the board of directors, other shareholders of the
Issuer and other relevant parties concerning the business, operations,
management, strategy, board composition and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer's
financial position and strategic direction, the outcome of the discussions and
actions referenced above, actions taken by the Board of Directors, price levels
of the Common Stock, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation,
CUSIP No. 521863308 13D Page 9 of 17 Pages
purchasing additional Common Stock or selling some or all of their Common Stock,
engaging in short selling of or any hedging or similar transactions with respect
to the Common Stock, taking actions with respect to the Company's restructuring
plan and/or otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Owl Creek I, L.P.
(a) Aggregate number of shares beneficially owned: 108,300.
Percentage: 0.16% The percentages used herein and in the rest
of Item 5 are calculated based upon 68,207,914 shares of Common Stock issued and
outstanding as of December 7, 2007 as reported by the Company in its Form 10-Q
for the quarterly period ended September 30, 2007.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 108,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 108,300
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek I in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek I,
has the power to direct the affairs of Owl Creek I, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
B. Owl Creek II, L.P.
(a) Aggregate number of shares beneficially owned: 856,500
Percentage: 1.26%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 856,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 856,500
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek II in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek II,
has the power to direct the affairs of Owl Creek II, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
CUSIP No. 521863308 13D Page 10 of 17 Pages
C. Owl Creek Advisors, LLC
(a) Aggregate number of shares beneficially owned: 964,800
Percentage: 1.41%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 964,800
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 964,800
(c) Owl Creek Advisors, LLC did not enter into any transactions in
the Common Stock of the Company within the last sixty days. However, Owl Creek
Advisors, LLC is the general partner of Owl Creek I and Owl Creek II, and has
the power to direct the affairs of Owl Creek I and Owl Creek II. The acquisition
dates, number of shares of Common Stock acquired and the price per share for all
transactions by Owl Creek I and Owl Creek II in the Common Stock within the last
60 days, are set forth in Schedule A and are incorporated by reference.
(d) Owl Creek Advisors, LLC, as the general partner of Owl Creek I
and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl
Creek II, including decisions respecting the receipt of dividends from the
shares and the disposition of the proceeds from the sale of the shares. Mr.
Altman is the managing member of Owl Creek Advisors, LLC and in that capacity
directs its operations.
(e) Not applicable.
D. Owl Creek Asset Management, L.P.
(a) Aggregate number of shares beneficially owned: 2,605,983
Percentage: 3.82%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,605,983
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
2,605,983
(c) Owl Creek Asset Management, L.P. did not enter into any
transactions in the Common Stock of the Company within the last sixty days.
However, Owl Creek Asset Management, L.P. is the investment manager to Owl Creek
Overseas and SRIF and has the power to direct the investment activities of Owl
Creek Overseas and SRIF. The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek Overseas and
SRIF in the Common Stock within the last 60 days, are set forth in Schedule A
and are incorporated by reference.
(d) Owl Creek Asset Management, L.P., as the investment manager to
Owl Creek Overseas and SRIF, has the power to direct the investment activities
of Owl Creek Overseas and SRIF, including decisions respecting the receipt of
dividends from the shares and the disposition of the proceeds from the sale of
the shares. Mr. Altman is the managing member of the general partner of Owl
Creek Asset Management, L.P. and in that capacity directs its operations.
(e) Not applicable.
CUSIP No. 521863308 13D Page 11 of 17 Pages
E. Jeffrey A. Altman
(a) Aggregate number of shares beneficially owned: 3,570,783
Percentage: 5.24%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 3,570,783
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
3,570,783
(c) Mr. Altman did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The acquisition dates, number
of shares of Common Stock acquired and the price per share for all transactions
by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF in the Common Stock
within the last 60 days, are set forth in Schedule A and are incorporated by
reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company.
Except as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any other securities, 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.
CUSIP No. 521863308 13D Page 12 of 17 Pages
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement
CUSIP No. 521863308 13D Page 13 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: December 21, 2007
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.
CUSIP No. 521863308 13D Page 14 of 17 pages
Schedule A
OWL CREEK I, L.P.
Date of Transaction Number of shares Open market/ Price per
Purchased/(Sold) Cross Transaction share
12/4/2007 900 O 35.04
12/4/2007 10,000 O 36.09
12/5/2007 200 O 36.46
12/6/2007 3,100 O 37.66
12/6/2007 9,200 O 37.89
12/7/2007 1,500 O 40.98
12/7/2007 6,500 O 40.54
12/10/2007 1,900 O 41.72
12/10/2007 15,600 O 41.64
12/11/2007 8,400 O 38.96
12/11/2007 26,700 O 39.61
12/12/2007 11,000 O 39.27
12/18/2007 800 O 35.06
12/18/2007 3,300 O 34.77
12/19/2007 9,200 O 38.08
CUSIP No. 521863308 13D Page 15 of 17 Pages
OWL CREEK II, L.P.
Date of Transaction Number of shares Open market/ Price per
Purchased/(Sold) Cross Transaction share
12/4/2007 6,900 O 35.04
12/4/2007 79,500 O 36.09
12/5/2007 1,900 O 36.46
12/6/2007 24,300 O 37.66
12/6/2007 72,100 O 37.89
12/7/2007 12,000 O 40.98
12/7/2007 51,400 O 40.54
12/10/2007 15,100 O 41.72
12/10/2007 123,500 O 41.64
12/11/2007 66,300 O 38.96
12/11/2007 210,900 O 39.61
12/12/2007 87,600 O 39.27
12/18/2007 6,400 O 35.06
12/18/2007 25,500 O 34.77
12/19/2007 73,100 O 38.08
CUSIP No. 521863308 13D Page 16 of 17 Pages
OWL CREEK OVERSEAS FUND, LTD.
Date of Transaction Number of shares Open market/ Price per
Purchased/(Sold) Cross Transaction share
12/4/2007 20,300 O 35.04
12/4/2007 232,447 O 36.09
12/5/2007 5,498 O 36.46
12/6/2007 70,607 O 37.66
12/6/2007 210,200 O 37.89
12/7/2007 35,000 O 40.98
12/7/2007 152,548 O 40.54
12/10/2007 43,300 O 41.72
12/10/2007 361,393 O 41.64
12/11/2007 194,200 O 38.96
12/11/2007 616,790 O 39.61
12/12/2007 256,200 O 39.27
12/18/2007 18,700 O 35.06
12/18/2007 69,000 O 34.77
12/19/2007 218,600 O 38.08
CUSIP No. 521863308 13D Page 17 of 17 Pages
OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD.
Date of Transaction Number of shares Open market/ Price per
Purchased/(Sold) Cross Transaction share
12/4/2007 800 O 35.04
12/4/2007 9,400 O 36.09
12/5/2007 200 O 36.46
12/6/2007 2,900 O 37.66
12/6/2007 8,500 O 37.89
12/7/2007 1,500 O 40.98
12/7/2007 6,200 O 40.54
12/10/2007 1,800 O 41.72
12/10/2007 14,700 O 41.64
12/11/2007 7,800 O 38.96
12/11/2007 25,100 O 39.61
12/12/2007 10,200 O 39.27
12/18/2007 800 O 35.06
12/18/2007 2,200 O 34.77
12/19/2007 9,100 O 38.08
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 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 may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: December 21, 2007
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.