SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[RULE 13D-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 16)*
Loral
Space & Communications Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
543881106
(CUSIP Number)
Doron Lipshitz, Esq.
OMelveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19,
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 §§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 §240.13d-7 for other parties to whom copies are to be sent.
Continued on following pages
(Page 1
of 17 Pages)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No. 543881106 |
13D |
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Page
2 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR CAPITAL PARTNERS MASTER ACCOUNT LP
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Anguilla, British West Indies
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,113,710 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,113,710 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,113,710 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP
No. 543881106 |
13D |
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Page
3 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR ADVISORS LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,262,752 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,262,752 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,262,752 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.2% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP
No. 543881106 |
13D |
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Page
4 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS LP
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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N/A |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,120,249 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,120,249 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,120,249 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP No. 543881106 |
13D |
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Page 5 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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N/A |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,630,350 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,630,350 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,630,350 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.0% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP No. 543881106 |
13D |
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Page 6 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS IIA LP
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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N/A |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,414,383 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,414,383 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,414,383 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP No. 543881106 |
13D |
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Page 7 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS II LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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N/A |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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3,372,719 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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3,372,719 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,372,719 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.6% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP
No. 543881106 |
13D |
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Page
8 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MHR FUND MANAGEMENT LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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8,117,350 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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8,117,350 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,117,350 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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40.0% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP
No. 543881106 |
13D |
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Page
9 of 17 Pages |
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1 |
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NAMES OF REPORTING PERSONS
MARK H. RACHESKY, M.D.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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8,132,350 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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8,132,350 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,132,350 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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40.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN; HC |
TABLE OF CONTENTS
Page
10 of 17 Pages
This statement on Schedule 13D (this Statement) further amends and supplements,
as Amendment No. 16, the Schedule 13D filed on November 30, 2005 (the Original 13D), which
was amended on October 19, 2006 by Amendment No. 1 to the Original 13D (Amendment No. 1),
on October 30, 2006 by Amendment No. 2 to the Original 13D (Amendment No. 2), on February 28, 2007 by Amendment No. 3 to the Original 13D
(Amendment No. 3), on March 23, 2007 by
Amendment No. 4 to the Original 13D (Amendment
No. 4), on August 9, 2007 by Amendment No. 5
to the Original 13D (Amendment No. 5), on
August 31, 2007 by Amendment No. 6 to the Original 13D
(Amendment No. 6), on November 2, 2007
by Amendment No. 7 to the Original 13D (Amendment No. 7), on July 17, 2008 by Amendment No. 8 to the
Original 13D (Amendment No. 8), on
October 22, 2008 by Amendment No. 9 to the Original 13D
(Amendment No. 9), on November 12, 2008 by Amendment
No. 10 to the Original 13D (Amendment No. 10), on
November 24, 2008 by Amendment No. 11 to the Original 13D
(Amendment No. 11), on December 4, 2008 by
Amendment No. 12 to the Original 13D
(Amendment No. 12), on December 5, 2008 by
Amendment No. 13 to the Original 13D (Amendment No. 13), on December 8, 2008 by
Amendment No. 14 to the Original 13D (Amendment No. 14) and on December 24, 2008 by
Amendment No. 15 to the Original 13D (Amendment No. 15 and, together with the Original 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6,
Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10,
Amendment No. 11, Amendment No. 12, Amendment No. 13 and Amendment No. 14,
the Schedule 13D), and relates to the common stock, par value $0.01 per share (the Common Stock), of Loral Space &
Communications Inc. (the Issuer). Capitalized terms used in this Statement but not
defined herein shall have the respective meanings given to such terms
in Amendment No. 15.
Page 11
of 17 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The
source of funds for the purchases reported in this Statement was the
working capital of Master Account, Capital Partners (100) and
Institutional Partners III.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting such Item in its entirety and replacing it with the
following:
The percentages set forth below are calculated based on
information contained in the Issuers Form 10-K for the fiscal year
ended December 31, 2008, which disclosed
that there were 20,281,579 shares of Common Stock outstanding as of
March 2, 2009.
All
references to percentage beneficial ownership in Item 1 and this
Item 5(a) are calculated by reference only to the shares of
Common Stock and without reference to the beneficial ownership of
any shares of Non-Voting Common Stock, which are not a class of an
equity security as defined by Rule 13d-1(i) of the
Act. Reference to the Non-Voting Common Stock in the
footnotes to this Item 5(a) are made supplementally and for
informational purposes only.
(a) (i) Master
Account may be deemed the beneficial owner of 1,113,7101 shares of Common
Stock held for its own account (approximately 5.5% of the total number of shares of
Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the
Act).
(ii) Capital
Partners (100) may be deemed the beneficial owner of 149,0422 shares of Common
Stock held for its own account (approximately 0.7% of the total number of shares of
Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the
Act).
(iii) Advisors
may be deemed the beneficial owner of
1,262,7523 shares of Common Stock
(approximately 6.2% of the total number of shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of
(A) 1,113,710 shares of Common Stock held for the account of
Master Account and (B) 149,042 shares of Common Stock held for the
account of Capital Partners (100).
(iv) Institutional Partners may be deemed the beneficial owner of 2,120,249 shares of Common
Stock held for its own account (approximately
10.5% of the total number of shares of Common Stock
outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
Page
12 of 17 Pages
(v) MHRA may be deemed the beneficial owner of 205,097 shares of Common Stock held for its
own account (approximately 1.0% of the total number of shares of Common Stock outstanding
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(vi) MHRM may be deemed the beneficial owner of 305,004 shares of Common Stock held for its
own account (approximately 1.5% of the total number of shares of Common Stock outstanding
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(vii) Institutional Advisors may be deemed the beneficial owner of 2,630,350 shares of
Common Stock (approximately 13.0% of the total number of shares of Common Stock outstanding
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of
(A) 2,120,249 shares of Common Stock held for the account of Institutional Partners, (B) 205,097
shares of Common Stock held for the account of MHRA and (C) 305,004 shares of Common Stock held for
the account of MHRM.
(viii) Institutional
Partners II may be deemed the beneficial owner of 958,3364 shares of
Common Stock held for its own account (approximately 4.7% of the total number of shares
of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(ix) Institutional
Partners IIA may be deemed the beneficial owner of 2,414,3835 shares of
Common Stock held for its own account (approximately
11.9% of the total number of
shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the
Act).
(x) Institutional
Advisors II may be deemed the beneficial owner of 3,372,7196 shares of
Common Stock (approximately 16.6% of the total number of shares of Common Stock
outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number
consists of (A) 958,336 shares of Common Stock held for the account of Institutional Partners II,
and (B) 2,414,383
shares of Common Stock held for the account of Institutional Partners
IIA.
(xi) Institutional
Partners III may be deemed the beneficial owner of
851,5297 shares of
Common Stock held for its own account (approximately 4.2% of the total number of
shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
Page
13 of 17 Pages
(xii) Institutional
Advisors III may be deemed the beneficial owner of 851,5298 shares of
Common Stock (approximately 4.2% of the total number of shares of Common Stock
outstanding calculated in accordance with Rule 13d-3(d)(1)(i)
under the Act).
This number consists of 851,529 shares of Common Stock held for the
account of Institutional Partners III.
(xiii) Fund
Management may be deemed the beneficial owner of 8,117,3509 shares of Common
Stock (approximately 40.0% of the total number of shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of
all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Fund
Managements investment management agreement with Master Account, Capital Partners (100),
Institutional Partners, MHRA, MHRM, Institutional Partners II, Institutional Partners IIA and
Institutional Partners III.
(xiv) Dr. Rachesky
may be deemed the beneficial owner of 8,132,35010 shares of Common Stock
(approximately 40.1% of the total number of shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of
(a) all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Dr.
Racheskys position as the managing member of each of Fund Management, Advisors, Institutional
Advisors, Institutional Advisors II and Institutional Advisors III, and (b) 15,000 restricted
shares of Common Stock, 2,500 of which vested on May 22, 2007, 5,000 of which
vested on May 22, 2008, 2,500 of which will vest on May 20, 2009, 2,500 of which will vest on May 22, 2009 and 2,500 of which will vest on May 20, 2010.
(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of
1,113,710 shares of Common Stock which may be deemed to be beneficially owned by Master Account as
described above, and (y) the sole power to direct the voting of
1,113,710 shares of Common Stock
which may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the
disposition of 149,042 shares of Common Stock which may be deemed to be beneficially owned by
Capital Partners (100) as described above, and (y) the sole
power to direct the voting of 149,042
shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as
described above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of
1,262,752 shares of Common Stock which may be deemed to be beneficially owned by Advisors as
described above, and (y) the sole power to direct the voting of
1,262,752 shares of Common Stock
which may be deemed to be beneficially owned by Advisors as described above.
Page
14 of 17 Pages
(iv) Institutional Partners may be deemed to have (x) the sole power to direct the
disposition of 2,120,249 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners as described above, and (y) the sole power to direct the voting of 2,120,249
shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners as
described above.
(v) MHRA may be deemed to have (x) the sole power to direct the disposition of 205,097
shares of Common Stock which may be deemed to be beneficially owned by MHRA as described above, and
(y) the sole power to direct the voting of 205,097 shares of Common Stock which may be deemed to be
beneficially owned by MHRA as described above.
(vi) MHRM may be deemed to have (x) the sole power to direct the disposition of 305,004
shares of Common Stock which may be deemed to be beneficially owned by MHRM as described above, and
(y) the sole power to direct the voting of 305,004 shares of Common Stock which may be deemed to be
beneficially owned by MHRM as described above.
(vii) Institutional Advisors may be deemed to have (x) the sole power to direct the
disposition of 2,630,350 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Advisors as described above, and (y) the sole power to direct the voting of 2,630,350
shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors as
described above.
(viii) Institutional Partners II may be deemed to have (x) the sole power to direct the
disposition of 958,336 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners II as described above, and (y) the sole power to direct the voting of
958,336 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners II as described above.
(ix) Institutional Partners IIA may be deemed to have (x) the sole power to direct the
disposition of 2,414,383 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners IIA as described above, and (y) the sole power to direct the voting of
2,414,383 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners IIA as described above.
(x) Institutional Advisors II may be deemed to have (x) the sole power to direct the
disposition of 3,372,719 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Advisors II as described above, and (y) the sole power to direct the voting of
3,372,719 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Advisors II as described above.
(xi) Institutional Partners III may be deemed to have (x) the sole power to direct the
disposition of 851,529 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners III as described above, and (y) the sole power to direct the voting of
851,529 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners III as described above.
(xii) Institutional Advisors III may be deemed to have (x) the sole power to direct the
disposition of 851,529 shares of Common Stock which may be deemed to be beneficially
Page
15 of 17 Pages
owned by
Institutional Advisors III as described above, and (y) the sole power to direct the voting of
851,529 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Advisors III as described above.
(xiii) Fund Management may be deemed to have (x) the sole
power to direct the disposition of
the 8,117,350 shares of Common Stock which may be deemed to be beneficially owned by Fund
Management as described above, and (y) the sole power to direct the
voting of 8,117,350 shares of
Common Stock which may be deemed to be beneficially owned by Fund Management as described above.
(xiv) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of the
8,132,350 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as
described above, and (y) the sole power to direct the voting of
8,132,350 shares of
Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filling of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:
|
|
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|
|
|
|
|
|
Transaction Date |
|
Persons Named in Item 5(a) |
|
Shares Acquired |
|
Price Per Share |
|
Description & Transaction |
March 19, 2009 |
|
Master Account |
|
8,068 |
|
$16.0000 |
|
Open Market Purchase |
March 19, 2009 |
|
Capital Partners (100) |
|
1,179 |
|
$16.0000 |
|
Open Market Purchase |
March 19, 2009 |
|
Institutional Partners III |
|
129,085 |
|
$16.0000 |
|
Open Market Purchase |
(d) (i) The partners of Master Account, including Advisors, have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the securities held for the account of
Master Account in accordance with their partnership interests in Master Account.
(ii) The partners of Capital Partners (100), including Advisors, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the securities held for
the account of Capital Partners (100) in accordance with their partnership interests in Capital
Partners (100).
(iii) The partners of Institutional Partners, including Institutional Advisors, have the
right to participate in the receipt of dividends from, or proceeds from the sale of, the securities
held for the account of Institutional Partners in accordance with their partnership interests in
Institutional Partners.
(iv) The partners of MHRA, including Institutional Advisors, have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities held for the account
of MHRA in accordance with their partnership interests in MHRA.
(v) The partners of MHRM, including Institutional Advisors, have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the securities held for the account of
MHRM in accordance with their partnership interests in MHRM.
(vi) The partners of Institutional Partners II, including Institutional Advisors II, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of Institutional Partners II in accordance with their partnership
interests in Institutional Partners II.
(vii) The partners of Institutional Partners IIA, including Institutional Advisors II, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners IIA in accordance with their partnership
interests in Institutional Partners IIA.
Page
16 of 17 Pages
(viii) The partners of Institutional Partners III, including Institutional Advisors III,
have the right to participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of Institutional Partners III in accordance with their partnership
interests in Institutional Partners III.
(e) Not applicable.
1
In addition, Master Account may be deemed the beneficial owner of 1,089,120 shares of Non-Voting
Common Stock held for its own account.
2 In addition, Capital Partners (100) may be deemed the beneficial owner of 125,922 shares of
Non-Voting Common Stock held for its own account.
3
In addition, Advisors may be deemed the beneficial owner of 1,215,042 shares of Non-Voting Common
Stock held for the accounts of Master Account and Capital Partners (100).
4
In addition, Institutional Partners II may be deemed the beneficial owner of 540,200 shares of
Non-Voting Common Stock held for its own account.
5
In addition, Institutional Partners IIA may be deemed the beneficial owner of 1,360,934 shares of
Non-Voting Common Stock held for its own account.
6
In addition, Institutional Advisors II may be deemed the beneficial
owner of 1,901,134 shares of
Non-Voting Common Stock held for the accounts of Institutional Partners II and Institutional
Partners IIA.
7
In addition, Institutional Partners III may be deemed the beneficial
owner of 6,389,497 shares of
Non-Voting Common Stock held for its own account.
8
In addition, Institutional Advisors III may be deemed the beneficial
owner of 6,389,497 shares of
Non-Voting Common Stock held for the account of Institutional Partners III.
9 In addition, Fund Management may be deemed the beneficial owner of all of the shares of
Non-Voting Common Stock otherwise described in the footnotes to this Item 5(a) by virtue of Fund
Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional
Partners III.
10 In addition, Dr. Rachesky may be deemed the beneficial owner of all of the shares of Non-Voting
Common Stock otherwise described in the footnotes to this Item 5(a) by virtue of Dr. Racheskys
position as the managing member of each of Fund Management, Advisors, Institutional Advisors II and
Institutional Advisors III.
Page
17 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
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Date: March 19, 2009 |
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MHR CAPITAL PARTNERS MASTER
ACCOUNT LP |
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By:
|
|
MHR Advisors LLC,
its General Partner |
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|
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|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
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|
|
|
Name: Hal Goldstein
Title: Vice President |
|
|
|
|
|
|
|
MHR ADVISORS LLC |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Vice President |
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|
|
|
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|
|
MHR INSTITUTIONAL PARTNERS LP |
|
|
|
|
|
|
|
By:
|
|
MHR Institutional Advisors LLC,
its General Partner |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Vice President |
|
|
|
|
|
|
|
MHR INSTITUTIONAL ADVISORS LLC |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Vice President |
|
|
|
|
|
|
|
MHR INSTITUTIONAL PARTNERS IIA LP |
|
|
|
|
|
|
|
By:
|
|
MHR Institutional Advisors II LLC,
its General Partner |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Vice President |
|
|
|
|
|
|
|
MHR INSTITUTIONAL ADVISORS II LLC |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Vice President |
|
|
|
|
|
|
|
MHR FUND MANAGEMENT LLC |
|
|
|
|
|
|
|
By: |
|
/s/ Hal Goldstein |
|
|
|
|
|
|
|
|
|
Name: Hal Goldstein
Title: Managing Principal |
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|
|
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|
|
MARK H. RACHESKY, M.D. |
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By: |
|
/s/ Hal Goldstein, Attorney in Fact |
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