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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call Options (Obligation to sell) | $ 7.5 | 09/22/2006 | S | 5,000 | 09/22/2006 | 11/18/2006 | Common Stock | 500,000 | $ 50.04 | 0 | I | See Footnotes 1 and 2 (1) (2) | |||
Call Options (Obligation to sell) | $ 7.5 | 09/29/2006 | S | 5,000 | 09/29/2006 | 11/18/2006 | Common Stock | 500,000 | $ 60.07 | 0 | I | See Footnotes 1 and 2 (1) (2) | |||
Call Options (Obligation to sell) | $ 7.5 | 10/04/2006 | S | 10,000 | 10/04/2006 | 11/18/2006 | Common Stock | 1,000,000 | $ 91.25 | 0 | I | See Footnotes 1 and 2 (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOMMER SCOTT A 712 FIFTH AVE NEW YORK, NY 10019 |
X | |||
SAB CAPITAL ADVISORS LLC |
X | |||
SAB CAPITAL PARTNERS II LP 712 FIFTH AVE NEW YORK, NY 10019 |
X | |||
SAB OVERSEAS MASTER FUND, L.P. 712 FIFTH AVENUE, 42ND FLOOR NEW YORK, NY 10019 |
X | |||
SAB CAPITAL PARTNERS LP 650 MADISON AVENUE 26TH FLOOR NEW YORK, NY 10022 |
X |
/s/ Michael Casey, as attorney-in-fact for Scott A. Bommer | 10/11/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The call options to which this note relates were sold directly by SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), as to 2,490 options sold on 9/22/2006, 2,853 options sold on 9/29/2006 and 5,338 options sold on 10/04/2006; SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), as to 49 options sold on 9/22/2006, 50 options sold on 9/29/2006 and 110 options sold on 10/04/2006; and SAB Overseas Master Fund, L.P., a Cayman Islands exempted limited partnership ("SAB Overseas"), as to 2,461 options sold on 9/22/2006, 2,097 options sold on 9/29/2006 and 4,552 options sold on 10/04/2006. |
(2) | SAB Capital Advisors, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, SAB, SAB II and SAB Overseas. Scott A. Bommer is the managing member of the General Partner. Each of the reporting persons hereof disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of such reporting person's pecuniary interest in the securities. |
Remarks: The power of attorney for Mr. Bommer was filed as Exhibit 24 to the Form 3 filed by the reporting persons with regard to the Issuer's securities on August 10, 2006. |