SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
Amendment No. 2
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)
March 11, 2008
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 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
173,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
173,500
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
173,500
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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)
0.3%
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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
1,355,200
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,355,200
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,355,200
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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)
2.0%
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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
-----------------------------------------------------------------------------
(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
1,528,700
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,528,700
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,528,700
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.2%
-----------------------------------------------------------------------------
(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
OWNED BY 4,695,647
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,695,647
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,695,647
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.8%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
-----------------------------------------------------------------------------
** 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
-----------------------------------------------------------------------------
(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
6,224,347
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
6,224,347
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,224,347
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.1%
-----------------------------------------------------------------------------
(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.
The Schedule 13D initially filed on December 21, 2007 and amended by
Amendment No. 1 filed on February 7, 2008, relating 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, is hereby amended
and restated in its entirety by this Amendment No. 2 to the Schedule 13D.
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 Reporting Persons expended an aggregate of approximately
$251,502,221.56 of investment capital to purchase the 6,224,347 shares of Common
Stock. Such transactions were effected in open market purchases and acquired in
the ordinary course of business and are held by the Reporting Persons in
commingled margin accounts maintained at Morgan Stanley & Co., which may extend
margin credit to the Reporting Persons as and when required to open or carry
positions in the margin account, subject to applicable federal margin
regulations, stock exchange rules and credit policies. In such instances, the
positions held in the margin account are pledged as collateral security for the
repayment of debit balances in the account. The margin account may from time to
time have debit balances. Since other securities are held in the margin account,
it is not possible to determine the amounts, if any, of margin used to purchase
the shares of Common Stock reported herein.
All or 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 Issuer. 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
CUSIP No. 521863308 13D Page 9 of 17 Pages
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, 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 Issuer'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: 173,500.
Percentage: 0.3% The percentages used herein and in the rest of
Item 5 are calculated based upon 68,713,151 shares of Common Stock issued and
outstanding as of February 22, 2008 as reported by the Issuer in its Form 10-K
for the fiscal year ended December 31, 2007 filed on February 29, 2008.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 173,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 173,500
(c) The acquisition/sale dates, number of shares of Common Stock
acquired/sold and the price per share for all transactions by Owl Creek I in the
Common Stock since the last filing of this Schedule 13D, 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: 1,355,200
Percentage: 2.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,355,200
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,355,200
(c) The acquisition/sale dates, number of shares of Common Stock
acquired/sold and the price per share for all transactions by Owl Creek II in
the Common Stock since the last filing of this Schedule 13D, are set forth in
Schedule A and are incorporated by reference.
CUSIP No. 521863308 13D Page 10 of 17 Pages
(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.
C. Owl Creek Advisors, LLC
(a) Aggregate number of shares beneficially owned: 1,528,700
Percentage: 2.2%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,528,700
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,528,700
(c) Owl Creek Advisors, LLC did not enter into any transactions in
the Common Stock of the Issuer since the last filing of this Schedule 13D.
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/sale dates, number of shares of Common Stock acquired/sold
and the price per share for all transactions by Owl Creek I and Owl Creek II in
the Common Stock since the last filing of this Schedule 13D, 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: 4,695,647
Percentage: 6.8%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 4,695,647
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 4,695,647
(c) Owl Creek Asset Management, L.P. did not enter into any
transactions in the Common Stock of the Issuer since the last filing of this
Schedule 13D. 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/sale
dates, number of shares of Common Stock acquired/sold and the price per share
for all transactions by Owl Creek Overseas and SRIF in the Common Stock since
the last filing of this Schedule 13D, 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.
CUSIP No. 521863308 13D Page 11 of 17 Pages
(e) Not applicable.
E. Jeffrey A. Altman
(a) Aggregate number of shares beneficially owned: 6,224,347
Percentage: 9.1%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 6,224,347
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 6,224,347
(c) Mr. Altman did not enter into any transactions in the Common
Stock of the Issuer since the last filing of this Schedule 13D. The
acquisition/sale dates, number of shares of Common Stock acquired/sold and the
price per share for all transactions by Owl Creek I, Owl Creek II, Owl Creek
Overseas and SRIF in the Common Stock since the last filing of this Schedule
13D, 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 Issuer.
The Reporting Persons are also parties to certain cash-settled equity
swap or other similar derivative agreements (the "Swap Contracts") with a large
financial institution. Pursuant to such Swap Contracts, the Reporting Persons
have economic exposure to 492,300 shares of Common Stock or .7% of the shares of
Common Stock outstanding. The Swap Contracts have reference prices ranging from
$43.11 to $44.98 and expiration dates ranging from January 15, 2013 to February
15, 2013. Such contracts do not give the Reporting Persons direct or indirect
voting, investment or dispositive control over any securities of the Issuer and
do not require the counterparties thereto to acquire, hold, vote or dispose of
any securities of the Issuer. Accordingly, the Reporting Persons disclaim any
beneficial ownership in any securities that may be referenced in such contracts
or that may be held from time to time by any counterparties to such contracts.
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: March 13, 2008
/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 Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
-------------------- ------------------- -------------------- -----------
2/12/2008 8,600 O $38.92
2/27/2008 (4,800) O ($37.24)
3/1/2008 (8,000) C ($42.76)
3/11/2008 13,800 O $44.64
3/11/2008 4,200 O $43.86
3/12/2008 9,100 O $44.29
3/12/2008 1,400 O $44.81
CUSIP No. 521863308 13D Page 15 of 17 Pages
OWL CREEK II, L.P.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
-------------------- ------------------- -------------------- -----------
2/12/2008 65,100 O $38.92
2/27/2008 (33,300) O ($37.24)
3/1/2008 (43,700) C ($42.76)
3/11/2008 108,000 O $44.64
3/11/2008 32,600 O $43.86
3/12/2008 70,800 O $44.29
3/12/2008 8,400 O $44.81
CUSIP No. 521863308 13D Page 16 of 17 Pages
OWL CREEK OVERSEAS FUND, LTD.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
-------------------- ------------------- -------------------- -----------
2/12/2008 208,400 O $38.92
2/27/2008 (129,700) O ($37.24)
3/1/2008 59,400 C $42.76
3/11/2008 363,200 O $44.64
3/11/2008 109,700 O $43.86
3/12/2008 237,300 O $44.29
3/12/2008 15,200 O $44.81
CUSIP No. 521863308 13D Page 17 of 17 Pages
OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD.
Date of Number of shares Open market/ Price per
Transaction Purchased/(Sold) Cross Transaction share
-------------------- ------------------- -------------------- -----------
2/12/2008 7,900 O $38.92
2/27/2008 (3,600) O ($37.24)
3/1/2008 (7,700) C ($42.76)
3/11/2008 11,700 O $44.64
3/11/2008 3,500 O $43.86
3/12/2008 7,800 O $44.29
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: March 13, 2008
/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.