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OMB APPROVAL |
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OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . . . . 14.5 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
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Spirit Finance Corporation |
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(Name of Issuer)
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities)
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848568309 |
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(Cusip Number)
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Mark C. Wehrly Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132 |
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 2, 2007 |
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(Date of Event which Requires Filing of this Statement)
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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 Sections 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 Section 240.13d-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 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).
(Continued on following pages)
Page 1 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
WC, OO | ||
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5 |
CHECK 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
California | ||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
2,222,900 | ||
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9 |
SOLE DISPOSITIVE POWER
-0- | ||
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10 |
SHARED DISPOSITIVE POWER
2,222,900 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,900 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 2 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
WC | ||
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5 |
CHECK 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
California | ||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
1,625,300 | ||
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9 |
SOLE DISPOSITIVE POWER
-0- | ||
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10 |
SHARED DISPOSITIVE POWER
1,625,300 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,625,300 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 3 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
WC | ||
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5 |
CHECK 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
California | ||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
164,500 | ||
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9 |
SOLE DISPOSITIVE POWER
-0- | ||
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10 |
SHARED DISPOSITIVE POWER
164,500 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,500 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 4 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
WC | ||
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5 |
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
154,300 | ||
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9 |
SOLE DISPOSITIVE POWER
-0- | ||
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10 |
SHARED DISPOSITIVE POWER
154,300 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,300 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 5 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
WC, OO | ||
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5 |
CHECK 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
New York | ||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
83,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
83,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 6 of 28 Pages
13D
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CUSIP No. 848568309 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C. | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
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3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF | ||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 7 of 28 Pages
13D
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CUSIP No. 848568309 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Chun R. Ding | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 8 of 28 Pages
13D
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CUSIP No. 848568309 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 9 of 28 Pages
13D
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CUSIP No. 848568309 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 10 of 28 Pages
13D
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CUSIP No. 848568309 |
|
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 11 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas M. MacMahon | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 12 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 13 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 14 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason E. Moment | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 15 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rajiv A. Patel | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 16 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Derek C. Schrier | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 17 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 18 of 28 Pages
13D
|
CUSIP No. 848568309 |
|
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 4,250,000 Shares, which is 3.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. | ||
|
3 |
SEC USE ONLY
| ||
|
4 |
SOURCE OF FUNDS (See Instructions)
AF, OO | ||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| ||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
-0- | |
|
8 |
SHARED VOTING POWER
4,250,000 | ||
|
9 |
SOLE DISPOSITIVE POWER
-0- | ||
|
10 |
SHARED DISPOSITIVE POWER
4,250,000 | ||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000 | ||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% | ||
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
Page 19 of 28 Pages
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed on March 14, 2007 (collectively, with all amendments thereto, the “Schedule 13D”).
Item 5. Interest In Securities Of The Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
|
|
(a) |
The Farallon Funds |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the Shares outstanding as of February 23, 2007 as reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on March 1, 2007. |
|
|
(c) |
The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Farallon Funds since the filing of the prior Schedule 13D are set forth on Schedules A- E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
|
|
(e) |
As of April 2, 2007, the Farallon Funds ceased to be the beneficial owners of more than 5.0% of the Shares. |
|
|
(b) |
The Farallon General Partner |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference. |
|
|
(c) |
None. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
|
|
(e) |
As of April 2, 2007, the Farallon General Partner ceased to be the beneficial owner of more than 5.0% of the Shares. |
Page 20 of 28 Pages
|
|
(c) |
The Farallon Individual Reporting Persons |
|
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person. |
|
|
(c) |
None. |
|
|
(d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
|
|
(e) |
As of April 2, 2007, the Farallon Individual Reporting Persons ceased to be the beneficial owners of more than 5.0% of the Shares. |
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Page 21 of 28 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 11, 2007
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
as the General Partner of
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.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact
for each of Chun R. Ding, William F. Duhamel,
Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier,
Thomas F. Steyer and Mark C. Wehrly
The Powers of Attorney executed by Duhamel, Fried, Mellin, Millham, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on each person’s behalf, which were filed with Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission on July 16, 2003, by such Reporting Persons with respect to the Common Stock of New World Restaurant Group, Inc., are hereby incorporated by reference. The Powers of Attorney executed by Ding and Schrier authorizing Landry to sign and file this Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2003, by such Reporting Persons with respect to the Common Stock of Salix Pharmaceuticals, Ltd., are hereby incorporated by reference. The Power of Attorney executed by Patel authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 4 to the Schedule 13G filed with the Securities and Exchange Commission on January 8, 2004, by such Reporting Person with respect to the Common Stock of Catalytica Energy Systems, Inc., is hereby incorporated by reference. The Power of Attorney executed by Moment authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2006, by such
Page 22 of 28 Pages
Reporting Person with respect to the Common Stock of Vintage Petroleum, Inc., is hereby incorporated by reference. The Power of Attorney executed by MacMahon authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on January 5, 2007, by such Reporting Person with respect to the Class A Common Stock of Univision Communications Inc. is hereby incorporated by reference.
Page 23 of 28 Pages
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
|
TRADE DATE |
NO. OF SHARES SOLD |
PRICE PER SHARE |
|
3/30/2007 |
261,500 |
$14.78 |
|
4/2/2007 |
78,500 |
$14.82 |
|
4/3/2007 |
27,700 |
$14.77 |
|
4/4/2007 |
24,700 |
$14.77 |
|
4/4/2007 |
58,300 |
$14.77 |
|
4/5/2007 |
77,600 |
$14.75 |
|
4/5/2007 |
5,900 |
$14.73 |
|
4/5/2007 |
177,200 |
$14.73 |
|
4/5/2007 |
130,700 |
$14.77 |
|
4/5/2007 |
26,200 |
$14.77 |
|
4/9/2007 |
52,400 |
$14.67 |
Page 24 of 28 Pages
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
|
TRADE DATE |
NO. OF SHARES SOLD |
PRICE PER SHARE |
|
3/30/2007 |
191,200 |
$14.78 |
|
4/2/2007 |
57,400 |
$14.82 |
|
4/3/2007 |
20,200 |
$14.77 |
|
4/4/2007 |
18,100 |
$14.77 |
|
4/4/2007 |
42,700 |
$14.77 |
|
4/5/2007 |
56,700 |
$14.75 |
|
4/5/2007 |
75,400 |
$14.73 |
|
4/5/2007 |
58,400 |
$14.73 |
|
4/5/2007 |
95,600 |
$14.77 |
|
4/5/2007 |
19,100 |
$14.77 |
|
4/9/2007 |
38,200 |
$14.67 |
Page 25 of 28 Pages
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
|
TRADE DATE |
NO. OF SHARES SOLD |
PRICE PER SHARE |
|
3/30/2007 |
19,400 |
$14.78 |
|
4/2/2007 |
5,800 |
$14.82 |
|
4/3/2007 |
2,000 |
$14.77 |
|
4/4/2007 |
1,800 |
$14.77 |
|
4/4/2007 |
4,300 |
$14.77 |
|
4/5/2007 |
5,800 |
$14.75 |
|
4/5/2007 |
13,600 |
$14.73 |
|
4/5/2007 |
9,700 |
$14.77 |
|
4/5/2007 |
1,900 |
$14.77 |
|
4/9/2007 |
3,900 |
$14.67 |
Page 26 of 28 Pages
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
|
TRADE DATE |
NO. OF SHARES SOLD |
PRICE PER SHARE |
|
3/30/2007 |
18,100 |
$14.78 |
|
4/2/2007 |
5,400 |
$14.82 |
|
4/3/2007 |
1,900 |
$14.77 |
|
4/4/2007 |
1,700 |
$14.77 |
|
4/4/2007 |
4,100 |
$14.77 |
|
4/5/2007 |
5,400 |
$14.75 |
|
4/5/2007 |
12,700 |
$14.73 |
|
4/5/2007 |
9,100 |
$14.77 |
|
4/5/2007 |
1,800 |
$14.77 |
|
4/9/2007 |
3,600 |
$14.67 |
Page 27 of 28 Pages
SCHEDULE E
TINICUM PARTNERS, L.P.
|
TRADE DATE |
NO. OF SHARES SOLD |
PRICE PER SHARE |
|
3/30/2007 |
9,800 |
$14.78 |
|
4/2/2007 |
2,900 |
$14.82 |
|
4/3/2007 |
1,000 |
$14.77 |
|
4/4/2007 |
900 |
$14.77 |
|
4/4/2007 |
2,200 |
$14.77 |
|
4/5/2007 |
2,900 |
$14.75 |
|
4/5/2007 |
6,800 |
$14.73 |
|
4/5/2007 |
2,100 |
$14.77 |
|
4/5/2007 |
2,800 |
$14.77 |
|
4/5/2007 |
1,000 |
$14.77 |
|
4/9/2007 |
1,900 |
$14.67 |
Page 28 of 28 Pages