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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 | ||||||||
| Equity Swap | $ 51.43 (5) | 08/15/2007 | J(3)(4) | 1 | 08/15/2007 | 06/30/2008 | Common Stock | 166,667 | (3) (4) | 1 (1) (3) (4) | I | By Harbinger Capital Partners Master Fund I, Ltd. | |||
| Equity Swap | $ 51.43 (5) | 08/15/2007 | J(3)(4) | 1 | 08/15/2007 | 06/30/2008 | Common Stock | 83,333 | (3) (4) | 1 (2) (3) (4) | I | By Harbinger Capital Partners Special Situations Fund, L.P. (5) | |||
| Equity Swap | $ 48.21 | 08/16/2007 | J(3)(4) | 1 | 08/16/2007 | 06/30/2008 | Common Stock | 166,667 | (3) (4) | 1 (1) (3) (4) | I | By Harbinger Capital Partners Master Fund I, Ltd. | |||
| Equity Swap | $ 48.21 | 08/16/2007 | J(3)(4) | 1 | 08/16/2007 | 06/30/2008 | Common Stock | 83,333 | (3) (4) | 1 (2) (3) (4) | I | By Harbinger Capital Partners Special Situations Fund, L.P. (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HARBERT MANAGEMENT CORP ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL 35244 |
X | |||
| FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK, NY 10022 |
X | |||
| HARBERT RAYMOND J ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL 35244 |
X | |||
| LUCE MICHAEL D ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL 35244 |
X | |||
| Harbert Management Corporation, By: /s/ William R. Lucas, Jr. | 08/31/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone | 08/31/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Raymond J. Harbert | 08/31/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael D. Luce | 08/31/2007 | |
| **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) | These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"). These securities may be deemed to be beneficially owned by Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael D. Luce. HMC serves as managing member of the managing member of the investment manager of the Master Fund. Philip Falcone is the portfolio manager of the Master Fund and a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (2) | These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"). These securities may be deemed to be beneficially owned by HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HMC wholly owns the managing member of the Special Situations Fund's general partner. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | On August 15, 2007 and August 16, 2007, the Master Fund and the Special Situations Fund entered into equity swap agreements with a securities broker under which (i) the Master Fund will be obligated to pay to the broker the equity notional amount of 166,667 shares and the Special Situations Fund will be obligated to pay to the broker the equity notional amount of 83,333 shares, subject to these agreements, for both trade dates, (the "Reference Shares") as of the beginning of each calculation period (which resets monthly), plus interest at a rate equal to LIBOR plus 60 basis points, and (ii) the broker will be obligated to pay to the Master Fund and the Special Situations Fund the market value of the Reference Shares as of the end of each calculation period. |
| (4) | Any dividends received by the broker on the Reference Shares during the term of the agreements will be paid to the Reporting Persons. All balances will be cash settled and there will be no transfer of voting or dispositive power over the Reference Shares. |
| (5) | This Form 4/A dated August 31, 2007 amends and restates in its entirety the Form 4 filed by the Reporting Persons on August 17, 2007. This Form 4/A is being filed to correct the equity swap price reported for both trades on August 15, 2007 and to correct the purchaser of both the August 15, 2007 and August 16, 2007 trades for the equity notional amount of 83,333 shares. |