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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
3)
*
MI Developments Inc.
|
(Name of Issuer)
|
Class A Subordinate Voting Shares
|
(Title of Class of Securities)
|
55304X104
|
(Cusip Number)
|
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
(Name, Address, and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
|
April 4, 2008
|
(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 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 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Partners, L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
655,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
655,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
655,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.4%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
2 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners,
L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
531,800
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
531,800
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
531,800
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.2%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
3 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners II,
L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
40,100
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
40,100
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
40,100
|
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
4 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners III,
L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
36,900
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
36,900
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
36,900
|
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
5 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Partners, L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
18,800
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
18,800
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,800
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.0%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
6 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Offshore Investors II,
L.P.
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group –
see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
798,087
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
798,087
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
798,087
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
7 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Management, 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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,749,313
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
1,749,313
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,749,313
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.8%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, OO
|
|
|
|
|
Page
8 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,080,687
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,080,687
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,080,687
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.5%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
9 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
10 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
11 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
12 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
13 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
14 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
15 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
16 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Ashish H. Pant
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
India
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
17 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
18 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
19 of 33 Pages
13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Andrew J. M. Spokes
|
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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 Kingdom
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
20 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
21 of 33 Pages
13D
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 3,830,000 Class A Shares, which is 8.3% 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. (The Reporting Persons may be deemed members of a group
– see Item 5).
|
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
3,830,000
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
3,830,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,830,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.3%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
22 of 33 Pages
This Amendment No. 3 to Schedule 13D amends the Schedule 13D initially
filed on May 11, 2006 (collectively, with all amendments thereto, the “Schedule
13D”).
Item
3
.
Source And Amount Of Funds And
Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by the
following:
The net investment cost (including commissions) for the Class A Shares
acquired by each of the Farallon Funds and the Managed Account since the filing of the
prior Schedule 13D is set forth below:
Entity
|
Class A Shares Acquired
|
Approximate Net Investment Cost
|
FCP
|
107,600
|
$3,110,550
|
FCIP
|
122,900
|
$3,552,729
|
FCIP II
|
5,900
|
$170,513
|
FCIP III
|
5,900
|
$170,513
|
FCOI II
|
106,400
|
$3,075,905
|
Managed Account
|
119,700
|
$3,460,184
|
The consideration for such acquisitions was obtained as follows: (i)
with respect to FCIP, FCIP II and FCIP III, from working capital; (ii) with respect to
FCP and FCOI II from working capital and/or from borrowings pursuant to margin accounts
maintained in the ordinary course of business by FCP and FCOI II at Goldman, Sachs
& Co.; and (iii) with respect to the Managed Account, from the working capital of
the Managed Account and/or from borrowings pursuant to margin accounts maintained in
the ordinary course of business by the Managed Account at Goldman, Sachs & Co. FCP
and FCOI II and the Managed Account hold certain securities in their respective margin
accounts at Goldman, Sachs & Co., and the accounts may from time to time have debit
balances. It is not possible to determine the amount of borrowings, if any, used to
acquire the Class A Shares.
Item 4
.
Purpose Of
The Transaction
Item 4 of the Schedule 13D is supplemented as follows:
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Class A Shares or Class B Shares, each Reporting Person at any
time and from time to time may acquire additional Class A Shares or may acquire Class B
Shares or, subject to the terms of the Support Agreement (as defined in the prior
Schedule 13D), dispose of any or all of its Class A Shares or any Class B Shares it
acquires depending upon an ongoing evaluation of the investment in such securities,
prevailing market conditions, other investment opportunities, liquidity requirements of
the Reporting Person and/or other investment considerations. No Reporting Person has
made a determination regarding a maximum or minimum number of Class A Shares or Class B
Shares which it may hold at any point in time.
Except to the extent the foregoing or any information in the prior
Schedule 13D may be deemed a plan or proposal, none of the Reporting Persons has any
plans or proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the
Page
23 of 33 Pages
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at
any time and from time to time, review or reconsider their position and/or change their
purpose and/or formulate plans or proposals with respect thereto.
Item 5
.
Interest
In Securities Of The Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
|
(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 46,160,564 Class A Shares outstanding as reported by the Company in
its Form 40-F for the fiscal year ended December 31, 2007 filed with
the Securities and Exchange Commission on March 28, 2008.
|
|
(c)
|
The trade dates, number of Class A Shares purchased or
sold and the price per Class A Share (including commissions) for all
purchases and sales of the Class A 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 Class A Shares held by the Farallon Funds as
reported herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General Partner.
|
|
(b)
|
The Management Company
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for the Management Company is incorporated herein by
reference.
|
|
(c)
|
The trade dates, number of Class A Shares purchased or
sold and the price per Class A Share (including commissions) for all
purchases and sales of the Class A Shares by the Management Company on
behalf of the Managed Account since the filing of the prior Schedule
13D are set forth on Schedule F hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
|
|
(d)
|
The Management Company has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all of the Class A Shares held by the Managed Account as
reported herein. The Farallon
|
Page
24 of 33 Pages
Individual Reporting Persons are managing members of the Management
Company.
|
(c)
|
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.
|
|
(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 Class A Shares held by the Farallon Funds as
reported herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General Partner.
|
|
(d)
|
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.
|
|
(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 Class A Shares held by the Farallon Funds as
reported herein. The Management Company has the power to direct the
receipt of dividends relating to, or the disposition of the proceeds of
the sale of, all the Class A Shares held by the Managed Account as
reported herein. The Farallon Individual Reporting Persons are managing
members of both the Farallon General Partner and the Management
Company.
|
The Class A Shares reported hereby for the Farallon Funds are owned
directly by the Farallon Funds and those reported by the Management Company on behalf
of the Managed Account are owned directly by the Managed Account. The Management
Company, as investment adviser to the Managed Account, may be deemed to be the
beneficial owner of all such Class A Shares owned by the Managed Account. The Farallon
General Partner, as general partner to the Farallon Funds, may be deemed to be the
beneficial owner of all such Class A Shares owned by the Farallon Funds. The Farallon
Individual Reporting Persons, as managing members of both the Farallon General Partner
and the Management Company with the power to exercise investment discretion, may each
be deemed to be the beneficial owner of all such Class A Shares owned by the Farallon
Funds and
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the
Managed Account.
Each of the Management Company, the Farallon
General Partner and the Farallon Individual Reporting Persons hereby disclaims any
beneficial ownership of any such Class A Shares.
In addition, if by virtue of the Support Agreement (as defined in the
prior Schedule 13D) the Reporting Persons were deemed to be a group with 2167951
Ontario Inc., Stronach Trust or their affiliates within the meaning of Rule 13d-5(b)(1)
under the Securities Exchange Act of 1934, as amended, the Reporting Persons would be
deemed to beneficially own the Class A Shares or Class B Voting Shares owned by such
entities. Based on publicly available information, the Reporting Persons believe the
Stronach Trust beneficially owns approximately 363,414 Class B Voting Shares and that
the Stronach Trust, Frank Stronach and their affiliates or associates may beneficially
own certain other Class A Shares or Class B Voting Shares. The Reporting Persons have
no financial interest in, and no voting or dispositive power with respect to, any
securities beneficially owned by such entities, and disclaim beneficial ownership over
any securities beneficially owned by such entities.
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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 8, 2008
/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.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact
for each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon,
William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel,
Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly
The Power of Attorney executed by each of Duhamel, Fried, MacMahon,
Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly 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 July 2, 2007 by such Reporting
Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby
incorporated by reference. The Power of Attorney executed by Spokes 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 August 28, 2007 by such Reporting
Person with respect to the Common Stock of Global Gold Corporation, is hereby
incorporated by reference.
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
13,400
|
$29.03
|
4/2/2008
|
89,700
|
$28.93
|
4/4/2008
|
4,500
|
$28.12
|
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
15,400
|
$29.03
|
4/2/2008
|
102,200
|
$28.93
|
4/4/2008
|
5,300
|
$28.12
|
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
700
|
$29.03
|
4/2/2008
|
4,900
|
$28.93
|
4/4/2008
|
300
|
$28.12
|
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SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
700
|
$29.03
|
4/2/2008
|
4,900
|
$28.93
|
4/4/2008
|
300
|
$28.12
|
Page 31 of
33 Pages
SCHEDULE E
FARALLON CAPITAL OFFSHORE INVESTORS II, L.L.C.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
13,300
|
$29.03
|
4/2/2008
|
88,700
|
$28.93
|
4/4/2008
|
4,400
|
$28.12
|
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SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
TRADE DATE
|
NO. OF CLASS A
SHARES PURCHASED
|
PRICE PER
CLASS A SHARE
|
4/2/2008
|
14,900
|
$29.03
|
4/2/2008
|
99,600
|
$28.93
|
4/4/2008
|
5,200
|
$28.12
|
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33 of 33 Pages