CUSIP No. 131347304
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
39,783,136 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own
39,783,136 Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
17,856,266 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 17,856,266 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
57,639,402 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
57,639,402 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON SEPTEMBER 29,
2009 IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
The Special Fund held certain Shares of the Issuer's common stock in an account
at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008, LBIE
was placed into administration under United Kingdom law and four partners of
PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint
Administrators"). The Joint Administrators have advised that 6,340,645 of the
Shares were rehypothecated. The Special Fund believes at this time that
rehypothecated Shares will not be recoverable. The Joint Administrators have
proposed a framework which, if approved, would entitle customers to a claim for
the rehypothecated securities valued as of the close of market on September 12,
2008 which would be setoff against amounts owed by such customer to LBIE.
Accordingly, the Special Fund in this filing has reduced the number of Shares of
the Issuer held by it to the extent such Shares were held at LBIE and were
rehypothecated. By making this filing, the Special Fund does not waive any
arguments that it is entitled to recover such Shares and expressly reserves such
arguments.
The public offering of 20,000,000 shares of Common Stock pursuant to the
Underwriting Agreement (as described in the Schedule 13D/A filed by the
Reporting Persons on September 23, 2009) was consummated on September 28, 2009.
In addition, pursuant to the Underwriting Agreement, on October 14, 2009, the
Underwriters exercised their option to purchase 3,000,000 additional shares of
Common Stock (of which 2,000,000 shares are being sold by Master Fund and
1,000,000 shares are being sold by Special Fund), which purchase is expected to
be consummated on or about October 19, 2009.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 39,783,136* Shares, constituting 9.0% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 39,783,136 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 39,783,136 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the
beneficial owner of 39,783,136* Shares, constituting 9.0% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 39,783,136 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 39,783,136 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 17,856,266** Shares, constituting 4.0% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 17,856,266 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 17,856,266 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
17,856,266** Shares, constituting 4.0% of the Shares of the Issuer, based upon
442,384,931 Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 17,856,266 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 17,856,266 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 57,639,402*/** Shares, constituting 13.0% of the Shares of
the Issuer, based upon 442,384,931 Shares outstanding as of the date of this
filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 57,639,402 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 57,639,402 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 57,639,402*/** Shares, constituting 13.0% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 57,639,402 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 57,639,402 Shares.
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* Includes 6,189,645 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.
** Includes 3,092,603 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions and distributions in the Shares by the Reporting Persons in
the past sixty days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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