SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
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Pike Electric
Corporation
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(Name of Issuer)
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Common Stock, par value $0.001
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(Title of Class
of Securities)
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721283109
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(CUSIP Number)
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Todd E. Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28
th
Floor
Los Angeles, California 90071
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(213) 830-6300
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(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
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December 3, 2008
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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 §§ 240.13d-1(e), 240.13d-l(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 § 240.13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 34 Pages)
*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).
SCHEDULE 13D
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CUSIP No.
721283109
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Page
2
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal
Opportunities Fund IV Delaware, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,341,461
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,341,461
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,461
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
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14
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TYPE OF REPORTING
PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No.
721283109
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Page
3
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal
Opportunities Fund IV Delaware GP Inc.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
Not Applicable
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5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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o
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
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|
8
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SHARED VOTING POWER
0
|
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|
9
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SOLE DISPOSITIVE POWER
1,341,461*
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,461
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
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14
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TYPE OF REPORTING
PERSON*
PN
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*
Solely in its capacity as the general partner of OCM Principal Opportunities
Fund IV
Delaware, L.P.
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SCHEDULE 13D
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CUSIP No.
721283109
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Page
4
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal
Opportunities Fund IV, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b)
x
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS*
Not Applicable
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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o
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
1,341,461*
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8
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SHARED VOTING POWER
0
|
|
|
|
9
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SOLE DISPOSITIVE POWER
1,341,461*
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|
10
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SHARED DISPOSITIVE POWER
0
|
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|
11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,461
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|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
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14
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TYPE OF REPORTING
PERSON*
PN
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*
Solely in its capacity as the sole shareholder of OCM Principal Opportunities
Fund IV
Delaware GP Inc.
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SCHEDULE 13D
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CUSIP No.
721283109
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Page
5
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities
Fund IV GP, L.P.
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b)
x
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS*
Not Applicable
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
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|
|
8
|
SHARED VOTING POWER
0
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,461
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
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14
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TYPE OF REPORTING
PERSON*
PN
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*
Solely in its capacity as the sole shareholder of OCM Principal Opportunities
Fund IV,
L.P.
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SCHEDULE 13D
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CUSIP No.
721283109
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Page
6
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal
Opportunities Fund IV GP Ltd.
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS*
Not Applicable
|
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5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,461
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|
o
|
|
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
|
|
|
14
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TYPE OF REPORTING
PERSON*
OO
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*
Solely in its capacity as the general partner of OCM Principal Opportunities
Fund IV GP,
L.P.
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SCHEDULE 13D
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CUSIP No.
721283109
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Page
7
of
34
Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM/GFI Power
Opportunities Fund II, L.P.
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS*
WC
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5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,192,483
|
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,192,483
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,192,483
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
|
|
|
14
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TYPE OF REPORTING
PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE
13D
|
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CUSIP No.
721283109
|
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Page
8
of
34
Pages
|
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM/GFI Power
Opportunities Fund II (Cayman), L.P.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
148,872
|
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
148,872
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,872
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
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|
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SCHEDULE 13D
|
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|
CUSIP No.
721283109
|
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Page
9
of
34
Pages
|
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GFI Power Opportunities
Fund II (Cayman) GP Ltd.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
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
148,872*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
148,872*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,872
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
* Solely in its capacity as a general
partner of OCM/GFI Power Opportunities Fund II
(Cayman), L.P.
|
|
|
|
|
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SCHEDULE 13D
|
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|
|
|
CUSIP No.
721283109
|
|
Page
10
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GFI Power Opportunities
Fund II GP, LLC
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
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
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,355
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
* Solely in its capacity as a general
partner of OCM/GFI Power Opportunities Fund II, L.P.
and sole shareholder of GFI Power Opportunities Fund II GP (Cayman) Ltd.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
11
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
GFI Energy Ventures, LLC
|
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
2
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
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
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,341,355
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
*
Solely in its capacity as managing member of GFI Power Opportunities Fund II
GP, LLC
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
12
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Power Opportunities
Fund II (Cayman) GP Ltd.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
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
148,872*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
148,872*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,872
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
*
Solely in its capacity as a general partner of OCM/GFI Power Opportunities
Fund II (Cayman), L.P.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
13
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Power Opportunities
Fund II GP, L.P.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
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
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,355
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
*
Solely in its capacity as a general partner of OCM/GFI Power Opportunities
Fund II, L.P. and sole shareholder of OCM Power Opportunities Fund II GP
(Cayman) Ltd.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
14
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
*
Solely in its capacity as the sole shareholder of OCM Principal Opportunities
Fund IV GP
Ltd. and general partner of OCM Power Opportunities Fund II GP, L.P.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
15
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
*
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
16
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
*
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
17
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
*
Solely in its capacity as the managing member of OCM Holdings I, LLC
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
18
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group,
LLC
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
*
Solely in its capacity as the managing member of Oaktree Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
19
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group
Holdings, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
PN
|
|
|
|
*
Solely in its capacity as the holder of the majority of voting units of
Oaktree Capital
Group, LLC.
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No.
721283109
|
|
Page
20
of
34
Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group
Holdings GP, LLC
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,341,461*
|
|
|
|
8
|
SHARED VOTING POWER
1,341,355*
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,341,461*
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,341,355*
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,816
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
o
|
|
|
13
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
|
|
|
14
|
TYPE OF REPORTING
PERSON*
OO
|
|
|
|
*
Solely in its capacity as the general partner of Oaktree Capital Group
Holdings, L.P.
|
|
|
|
|
|
|
|
|
|
|
This Amendment No. 1 (this “Amendment No. 1”)
amends and supplements the statement on Schedule 13D filed on October 16,
2008, filed jointly by OCM Principal Opportunities Fund IV Delaware, L.P., a
Delaware limited partnership (“Fund IV Delaware”); OCM Principal Opportunities
Fund IV Delaware GP Inc., a Delaware corporation (the “Fund IV Delaware GP”);
OCM Principal Opportunities Fund IV, L.P., a Cayman Islands limited partnership
(“Fund IV”); OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands limited
partnership (“Fund IV GP”); OCM Principal Opportunities Fund IV GP Ltd., a
Cayman Islands company (“Fund IV GP Ltd.”); OCM/GFI Power Opportunities Fund
II, L.P., a Delaware limited partnership (“Fund II”); OCM/GFI Power
Opportunities Fund II (Cayman), L.P., a Cayman Islands limited partnership (“Fund
II Cayman” and, together with Fund IV Delaware and Fund II, the “Funds”); GFI
Power Opportunities Fund II GP (Cayman) Ltd., a Cayman Island company (the “Fund
II Cayman GFI GP”); GFI Power Opportunities Fund II GP, LLC, a Delaware limited
liability company (“Fund II GFI GP”); GFI Energy Ventures, LLC, a California
limited liability company (“GFI”); OCM Power Opportunities Fund II GP (Cayman)
Ltd., a Cayman Island company (the “Fund II Cayman Oaktree GP”); OCM Power
Opportunities Fund II GP, L.P., a Delaware limited partnership (“Fund II
Oaktree GP”); Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”);
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”); OCM
Holdings I, LLC, a Delaware limited liability company (“Holdings I”); Oaktree
Holdings, LLC, a Delaware limited liability company (“Holdings”); Oaktree
Capital Group, LLC, a Delaware limited liability company (“OCG”); Oaktree
Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”); and
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH
GP” and, together with Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV
GP, Fund IV GP Ltd., Fund II, Fund II Cayman, Fund II Cayman GFI GP, Fund II
GFI GP, Fund II Cayman Oaktree GP, Fund II Oaktree GP, GP I, Capital I,
Holdings I, Holdings, OCG and OCGH, collectively, the “Reporting Persons” and,
each individually, a “Reporting Person”).
This Amendment No. 1 is being jointly filed by the Reporting
Persons.
Capitalized terms
used in this Amendment No. 1 and not otherwise defined herein have the
respective meanings given in the Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended
and restated in its entirety as follows:
(a) and
(b)
The information contained
on the cover pages of this Schedule 13D is incorporated herein by
reference.
All calculations of
percentage ownership in this Schedule 13D are based on a total of 33,383,157
shares of Common Stock outstanding as of October 31, 2008, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed on November 10,
2008. The information set forth below is
as of December 5, 2008.
Fund IV Delaware directly
owns 1,341,461 shares of Common Stock (approximately 4.02% of the total number
of shares of Common Stock outstanding).
Fund IV Delaware has the sole power
21
to vote or direct the
vote, and the sole power to dispose or direct the disposition of, all such 1,341,461
shares of Common Stock.
Fund II directly owns
1,192,483 shares of Common Stock (approximately 3.57% of the total number of
shares of Common Stock outstanding).
Fund II has the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition of, all such 1,192,483 shares of
Common Stock.
Fund II Cayman directly
owns 148,872 shares of Common Stock (approximately 0.45% of the total number of
shares of Common Stock outstanding).
Fund II Cayman has the sole power to vote or direct the vote, and the
sole power to dispose or direct the disposition of, all such 148,872 shares of
Common Stock.
Fund IV Delaware GP, in
its capacity as the general partner of Fund IV Delaware, has the ability to
direct the management of Fund IV Delaware’s business, including the power to
vote and dispose of securities held by Fund IV Delaware; therefore, Fund IV
Delaware GP may be deemed to have indirect beneficial ownership of the
1,341,461 shares of Common Stock (approximately 4.02% of the total number of
shares of Common Stock outstanding) held by Fund IV Delaware.
Fund IV, in its capacity
as the sole shareholder of Fund IV Delaware GP, has the ability to appoint and
remove directors of Fund IV Delaware GP and, as such, may indirectly control
the decisions of Fund IV Delaware GP regarding the vote and disposition of
securities held by Fund IV Delaware; therefore, Fund IV may be deemed to have
indirect beneficial ownership of the 1,341,461 shares of Common Stock
(approximately 4.02% of the total number of shares of Common Stock outstanding)
held by Fund IV Delaware.
Fund IV GP, in its
capacity as the general partner of Fund IV, has the ability to direct the
management of Fund IV’s business, including the power to direct the decisions
of Fund IV to vote and dispose of securities held by Fund IV Delaware;
therefore, Fund IV GP may be deemed to have indirect beneficial ownership of
the 1,341,461 shares of Common Stock (approximately 4.02% of the total number
of shares of Common Stock outstanding) held by Fund IV Delaware.
Fund IV GP Ltd., in its
capacity as the general partner of Fund IV GP, has the ability to direct the
management of Fund IV GP’s business, including the power to direct the
decisions of Fund IV GP to vote and dispose of securities held by Fund IV
Delaware; therefore, Fund IV GP Ltd. may be deemed to have indirect beneficial
ownership of the 1,341,461 shares of Common Stock (approximately 4.02% of the
total number of shares of Common Stock outstanding) held by Fund IV Delaware.
Fund II Cayman GFI GP, in
its capacity as a general partner of Fund II Cayman, has the shared ability to
direct the management of Fund II Cayman’s business, including the power to vote
and dispose of securities held by Fund II Cayman; therefore, Fund II Cayman GFI
GP may be deemed to have indirect beneficial ownership of the 148,872 shares of
Common Stock (approximately 0.52% of the total number of shares of Common Stock
outstanding) held by Fund II Cayman.
22
Fund II GFI GP, in its
capacity as (i) a general partner of Fund II, has the shared ability to
direct the management of Fund II’s business, including the power to vote and
dispose of securities held by Fund II and (ii) the sole shareholder of
Fund II Cayman GFI GP, has the ability to appoint and remove directors of Fund
II Cayman GFI GP and, as such, may indirectly control the decisions of Fund II
Cayman GFI GP regarding the vote and disposition of securities held by Fund II
Cayman and; therefore, Fund II GFI GP may be deemed to have indirect beneficial
ownership of the 1,341,355 shares of Common Stock (approximately 4.02% of the
total number of shares of Common Stock outstanding) held by Fund II and Fund II
Cayman.
GFI, in its capacity as
the managing member of Fund II GFI GP, has the ability to direct the management
of Fund II GFI GP’s business, including the power to direct the decisions of
Fund II GFI GP regarding the vote and disposition of securities held by Fund II
and Fund II Cayman; therefore, GFI may be deemed to have indirect beneficial
ownership of the 1,341,355 shares of Common Stock (approximately 4.02% of the
total number of shares of Common Stock outstanding) held by Fund II and Fund II
Cayman.
Fund II Cayman Oaktree
GP, in its capacity as a general partner of Fund II Cayman, has the shared
ability to direct the management of Fund II Cayman’s business, including the
power to vote and dispose of securities held by Fund II Cayman; therefore, Fund
II Cayman Oaktree GP may be deemed to have indirect beneficial ownership of the
148,872 shares of Common Stock (approximately 0.52% of the total number of
shares of Common Stock outstanding) held by Fund II Cayman.
Fund II Oaktree GP, in
its capacity as (i) a general partner of Fund II, has the shared ability
to direct the management of Fund II’s business, including the power to vote and
dispose of securities held by Fund II and (ii) the sole shareholder of
Fund II Cayman Oaktree GP, has the ability to appoint and remove directors of
Fund II Cayman Oaktree GP and, as such, may indirectly control the decisions of
Fund II Cayman Oaktree GP regarding the vote and disposition of securities held
by Fund II Cayman and; therefore, Fund II Oaktree GP may be deemed to have
indirect beneficial ownership of the 1,341,355 shares of Common Stock
(approximately 4.02% of the total number of shares of Common Stock outstanding)
held by Fund II and Fund II Cayman.
GP I, in its capacity as (i) the
sole shareholder of Fund IV GP Ltd., has the ability to appoint and remove
directors of Fund IV GP Ltd. and, as such, may indirectly control the decisions
of Fund IV GP Ltd. regarding the vote and disposition of securities held by
Fund IV Delaware and (ii) the general partner of Fund II Oaktree GP, has
the ability to direct the management of Fund II Oaktree GP’s business,
including the power to direct the decisions of Fund II Oaktree GP regarding the
vote and disposition of securities held by Fund II and Fund II Cayman;
therefore, GP I may be deemed to have indirect beneficial ownership of the
2,682,816 shares of Common Stock (approximately 8.04% of the total number of
shares of Common Stock outstanding) held by the Funds.
Capital I, in its
capacity as the general partner of GP I, has the ability to direct the
management of GP I’s business, including the power to direct the decisions of
GP I regarding the vote and disposition of securities held by the Fund;
therefore, Capital I may be deemed to have indirect
23
beneficial ownership of
the 2,682,816 shares of Common Stock (approximately 8.04% of the total number
of shares of Common Stock outstanding) held by the Funds.
Holdings I, in its
capacity as the general partner of Capital I, has the ability to direct the
management of Capital I’s business, including the power to direct the decisions
of Capital I regarding the vote and disposition of securities held by the
Funds; therefore, Holdings I may be deemed to have indirect beneficial
ownership of the 2,682,816 shares of Common Stock (approximately 8.04% of the
total number of shares of Common Stock outstanding) held by the Funds.
Holdings, in its capacity
as the managing member of Holdings I, has the ability to direct the management
of Holding I’s business, including the power to direct the decisions of
Holdings I regarding the vote and disposition of securities held by the Funds;
therefore, Holdings may be deemed to have indirect beneficial ownership of the
2,682,816 shares of Common Stock (approximately 8.04% of the total number of
shares of Common Stock outstanding) held by the Funds.
OCG, in its capacity as
the managing member of Holdings, has the ability to direct the management of
Holdings’ business, including the power to direct the decisions of Holdings
regarding the vote and disposition of securities held by the Funds; therefore,
OCG may be deemed to have indirect beneficial ownership of the 2,682,816 shares
of Common Stock (approximately 8.04% of the total number of shares of Common
Stock outstanding) held by the Funds.
OCGH, in its capacity as
the majority holder of the voting units of OCG, has the ability to appoint and
remove directors of OCG and, as such, may indirectly control the decisions of
OCG regarding the vote and disposition of securities held by the Funds; therefore,
OCGH may be deemed to have indirect beneficial ownership of the 2,682,816
shares of Common Stock (approximately 8.04% of the total number of shares of
Common Stock outstanding) held by the Funds.
OCGH GP, in its capacity
as the managing member of OCGH, has the ability to direct the management of
OCGH’s business, including the power to direct the decisions of OCGH regarding
the vote and disposition of securities held by the Funds; therefore, OCGH GP
may be deemed to have indirect beneficial ownership of the 2,682,816 shares of
Common Stock (approximately 8.04% of the total number of shares of Common Stock
outstanding) held by the Funds.
With respect to the
shares of Common Stock reported herein, each of the Reporting Persons may be
deemed to have sole or shared voting and dispositive power or the sole or
shared power to direct the vote and disposition of the number of shares of
Common Stock which such Reporting Person may be deemed to beneficially own as
set forth above.
Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by any of the Reporting Persons, other than the Funds, that it is the
beneficial owner of any of the Common Stock referred to herein for the purposes
of Section 13(d) of the Act, or for
24
any other purpose, and,
except to the extent of its pecuniary interest, such beneficial ownership is
expressly disclaimed by each Reporting Person, other than the Funds.
To the knowledge of the
Reporting Persons, none of the Covered Persons directly owns any shares of
Common Stock; provided, however, that because of each Covered Persons status as
a manager, general partner, director, executive officer or member of a
Reporting Person, a Covered Person may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned by such Reporting Person. Except to the extent of their pecuniary
interest, each of the Covered Persons disclaims beneficial ownership of the
shares of the Issuer’s Common Stock reported herein and the filing of this
Schedule 13D shall not be construed as an admission that any such Covered
Person is the beneficial owner of any securities covered by this statement.
(c)
Except as set forth below, there have
been no other transactions in the securities of the Issuer effected by the
Reporting Persons since October 16, 2008, the date of filing of the
Schedule 13D by the Reporting Persons.
The following sales took
place on the open market from October 16, 2008 to December 5, 2008:
|
|
|
|
|
|
Seller
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
|
|
|
|
|
|
Fund IV
|
11/24/08
|
10,167
|
11.62
|
|
Fund IV
|
11/25/08
|
22,733
|
11.83
|
|
Fund IV
|
11/26/08
|
53,642
|
11.74
|
|
Fund IV
|
12/1/08
|
16,198
|
11.89
|
|
Fund IV
|
12/2/08
|
37,970
|
12.24
|
|
Fund IV
|
12/3/08
|
31,767
|
12.30
|
|
Fund IV
|
12/4/08
|
37,884
|
12.12
|
|
Fund IV
|
12/5/08
|
30,129
|
11.86
|
|
Fund II
|
11/24/08
|
9,038
|
11.62
|
|
Fund II
|
11/25/08
|
20,209
|
11.83
|
|
Fund II
|
11/26/08
|
47,686
|
11.74
|
|
Fund II
|
12/1/08
|
14,398
|
11.89
|
|
Fund II
|
12/2/08
|
33,700
|
12.24
|
|
Fund II
|
12/3/08
|
28,241
|
12.30
|
|
Fund II
|
12/4/08
|
33,700
|
12.12
|
|
Fund II
|
12/5/08
|
26,900
|
11.86
|
|
Fund II (Cayman)
|
11/24/08
|
1,128
|
11.62
|
|
Fund II (Cayman)
|
11/25/08
|
2,523
|
11.83
|
|
Fund II (Cayman)
|
11/26/08
|
5,954
|
11.74
|
|
Fund II (Cayman)
|
12/1/08
|
1,797
|
11.89
|
|
Fund II (Cayman)
|
12/2/08
|
4,200
|
12.24
|
|
Fund II (Cayman)
|
12/3/08
|
3,526
|
12.30
|
|
Fund II (Cayman)
|
12/4/08
|
4,200
|
12.12
|
|
Fund II (Cayman)
|
12/5/08
|
3,400
|
11.86
|
25
(d)
Except as stated within this Item 5, to
the knowledge of the Reporting Persons, the Reporting Persons do not have the
right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, Common Stock of the Issuer.
(e)
Not applicable
|
Item 7.
|
Material to be filed as Exhibits
|
The following are filed herewith as Exhibits to this Schedule 13D:
|
Exhibit 1-
|
A written agreement relating to the filing of the
joint acquisition statement as required by Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended (incorporated by reference to
Exhibit 1 to the Schedule 13D Schedule
13D as filed jointly by the Reporting Persons on October 16, 2008).
|
26
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the
information set forth in this Schedule 13D is true, complete and correct.
Dated as of December 5,
2008
|
|
|
OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE,
|
|
|
|
L.P.
|
|
|
|
|
|
|
|
By: OCM Principal Opportunities Fund IV Delaware GP
Inc.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam Pierce
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE
GP INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Authorized
Signatory
|
27
|
|
|
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
|
|
|
|
|
|
|
|
By: OCM Principal Opportunities Fund IV GP, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By: OCM Principal Opportunities Fund IV GP Ltd.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By: Oaktree Capital Management, L.P.,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Managing
Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Vice
President
|
|
|
|
|
|
|
|
|
|
|
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.
|
|
|
|
|
|
|
|
By: OCM Principal Opportunities Fund IV GP Ltd.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By: Oaktree Capital Management, L.P.,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Vice
President
|
28
|
|
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.
|
|
|
|
|
|
|
|
By: Oaktree Capital Management, L.P.,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Managing
Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Vice
President
|
|
|
|
|
|
|
|
|
|
|
|
OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
|
|
|
|
|
|
|
|
By: OCM Power Opportunities Fund II GP, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By: Oaktree Fund GP I, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Authorized
Signatory
|
29
|
|
|
OCM/GFI POWER OPPORTUNITIES FUND II (CAYMAN),
L.P.
|
|
|
|
|
|
|
|
By: OCM Power Opportunities Fund II GP (Cayman)
Ltd.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By: OCM Power Opportunities Fund II GP, L.P.,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
By: Oaktree Fund GP I, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
GFI POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD.
|
|
|
|
|
|
|
|
By: GFI Power Opportunities Fund II GP, LLC,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
By: GFI Energy Ventures LLC,
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lawrence D. Gilson
|
|
|
|
|
Name: Lawrence
D. Gilson
|
|
|
|
Title: Chairman
|
|
|
|
|
|
|
|
|
|
|
|
GFI POWER OPPORTUNITIES
FUND II GP, LLC
|
|
|
|
|
|
|
|
By: GFI Energy Ventures LLC,
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lawrence D. Gilson
|
|
|
|
|
Name: Lawrence
D. Gilson
|
|
|
|
Title: Chairman
|
30
|
|
|
GFI ENERGY VENTURES LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lawrence D. Gilson
|
|
|
|
|
Name: Lawrence D. Gilson
|
|
|
|
Title: Chairman
|
|
|
|
|
|
|
|
|
|
|
|
OCM POWER OPPORTUNITIES FUND II GP (CAYMAN) LTD.
|
|
|
|
|
|
|
|
By: OCM Power Opportunities Fund II GP, L.P.,
|
|
|
|
Its: Director
|
|
|
|
|
|
|
|
By: Oaktree Fund GP I, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam Pierce
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
OCM POWER OPPORTUNITIES FUND II GP, L.P.
|
|
|
|
|
|
|
|
By: Oaktree Fund GP I, L.P.,
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name:
Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam Pierce
|
|
|
|
Title: Authorized
Signatory
|
31
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Harmon
|
|
|
|
|
Name: Michael
P. Harmon
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Pierce
|
|
|
|
|
Name: Adam
Pierce
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
|
|
|
|
|
Name: Todd Molz
|
|
|
|
Title: General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Senior
Vice President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
|
|
|
|
|
Name: Todd
Molz
|
|
|
|
Title: Vice
President and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Vice
President and Assistant Secretary
|
32
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
|
By: Oaktree Capital Group, LLC,
|
|
|
|
Its: Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
|
|
|
|
|
Name: Todd
Molz
|
|
|
|
Title: Senior
Vice President and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Vice
President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
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|
|
|
|
Name: Todd
Molz
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|
|
|
Title: Senior
Vice President and Secretary
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|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Vice
President and Assistant Secretary
|
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|
|
|
|
|
|
|
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|
|
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
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|
|
|
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|
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By: Oaktree Capital Group Holdings GP, LLC,
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|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
|
|
|
|
|
Name: Todd
Molz
|
|
|
|
Title: Managing
Director and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Senior
Vice President
|
33
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Molz
|
|
|
|
|
Name: Todd
Molz
|
|
|
|
Title: Managing
Director and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa Arakaki
|
|
|
|
|
Name: Lisa
Arakaki
|
|
|
|
Title: Senior
Vice President
|
34
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From May 2023 to May 2024
