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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 | ||||||||
| 7.25% Cumulative Convertible Preferred Stock | (5) | 09/16/1997 | (6) | Common Stock | 0 | 0 | I | See Footnotes (1) (2) (3) (4) (7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA 94111 |
X | Member of Group Owning 10% | ||
| Noonday Capital LTD BURDETT HOUSE 15-16, BUCKINGHAM STREET LONDON, X0 WC2N 6DU |
X | Member of Group Owning 10% | ||
| /s/ Monica R. Landry, as attorney-in-fact for Andrew J. M. Spokes | 08/24/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for NCLTD | 08/24/2007 | |
| **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) | Andrew J. M. Spokes previously filed Form 4s with respect to securities of the Issuer owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and Tinicum Partners, L.P. (collectively, the "Partnerships"), by Noonday Capital Partners, L.L.C. ("NCP") and by one or more discretionary accounts (together the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As sub-adviser to the Partnerships, NCP and the Managed Accounts, Noonday Asset Management LLP ("NAMLLP") and its senior managing member, Noonday Capital Limited ("NCLTD"), may each have been deemed to have beneficial ownership of the securities reported therein. |
| (2) | Until August 17, 2007, Mr. Spokes served as a managing member of NAMLLP. As such, Mr. Spokes may have been deemed the beneficial owner of the Issuer's securities beneficially owned by NAMLLP. Effective August 17, 2007, Mr. Spokes resigned as a managing member of NAMLLP and is therefore no longer a Reporting Person in such capacity. |
| (3) | On August 22, 2007, Mr. Spokes was appointed a managing member of (i) Farallon Partners, L.L.C. ("FPLLC"), the general partner of each of the Partnerships, (ii) FCMLLC, (iii) Noonday G.P. (U.S.), L.L.C. ("NGPUS") and (iv) Noonday Capital, L.L.C. ("NCLLC"), the general partner of Noonday Asset Management, L.P. ("NAMLP"). NGPUS and NAMLP each act as subadvisers to the Partnerships, NCP and the Managed Accounts. As a managing member of such entities, Mr. Spokes may be deemed to be the beneficial owner of the Issuer's securities owned by the Partnerships, NCP and the Managed Accounts. For further information regarding such deemed beneficial ownership, see the Form 3 filed by Mr. Spokes with respect to the Issuer on or about the date hereof. |
| (4) | Also effective August 17, 2007, NCLTD resigned as senior managing member of NAMLLP and is therefore no longer a Reporting Person in such capacity. |
| (5) | The number of shares of 7.25% Cumulative Convertible Preferred Stock beneficially owned by such reporting persons is convertible at any time into the number of shares of common stock as is equal to the aggregate liquidiation preference ($50.00 per share), plus any accrued dividends to the date the Preferred Shares are surrendered for conversion, divided by an initial conversion price of $15.00 subject to adjustment. |
| (6) | The 7.25% Cumulative Convertible Preferred Stock is convertible at any time without expiration unless earlier redeemed at the Issuer's discretion. |
| (7) | Spokes, NCLTD, FCMLLC, NGPUS, NAMLP, NCLLC, NAMLLP and the individuals identified in the prior Form 3s and Form 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Rules 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Rule 16a-1(a) under the '34 Act, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. |