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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
*
TreeHouse Foods, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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89469A104
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(Cusip Number)
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December 31, 2007
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(Date of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
(
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 the disclosures provided in a prior cover page.
The
information required in 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 30 Pages
Exhibit Index Found on Page 29
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
442,500
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
442,500
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
442,500
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.4%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
2 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
284,100
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
284,100
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
284,100
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.9%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
3 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
52,200
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
52,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
52,200
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.2%
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
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Page
4 of 30 Pages
13G
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
34,400
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
34,400
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
34,400
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
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Page
5 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
16,100
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
16,100
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,100
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
6 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000
Shares, which is 7.1% 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.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
443,600
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
443,600
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
443,600
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.4%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
7 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
930,100
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
930,100
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
930,100
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
3.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, OO
|
|
|
|
|
Page
8 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,272,900
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,272,900
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,272,900
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
9 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Chun R. Ding [See Item 2]
|
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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
10 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
11 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
12 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
13 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Douglas M. MacMahon [See Item 2]
|
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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
14 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
15 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
16 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
17 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ashish H. Pant [See Item 2]
|
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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
18 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
19 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
20 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Andrew J. M. Spokes [See Item 2]
|
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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
21 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
22 of 30 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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 2,203,000 Shares, which is 7.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,203,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,203,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,203,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
7.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
23 of 30 Pages
This Amendment No. 1 to Schedule 13G amends and restates in its entirety
the Schedule 13G initially filed on May 18, 2006 (collectively, with all amendments
thereto, the “Schedule 13G”).
Item
1.
Issuer
TreeHouse Foods, Inc. (the “Company”)
|
(b)
|
Address of Issuer’s Principal Executive
Offices
:
|
Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois
60154
Item 2.
Identity And Background
Title Of Class Of Securities And CUSIP Number (Item 2(d) and
(e)
)
This statement relates to shares of TreeHouse Foods, Inc., par value
$0.01 per share (the “Shares”), ofthe Company. The CUSIP number of the
Shares is 89469A104.
Name Of Persons Filing, Address Of Principal Business Office And
Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by
it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a
California limited partnership (“FCIP”), with respect to
the Shares held by it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a
California limited partnership (“FCIP II”), with respect to
the Shares held by it;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership (“FCIP III”), with respect to
the Shares held by it;
|
|
(v)
|
Tinicum Partners, L.P., a New York limited partnership
(“Tinicum”), with respect to the Shares held by it;
and
|
Page
24 of 30 Pages
(vi) Farallon Capital Offshore Investors II, L.P., a
Cayman Islands exempted limited partnership (“FCOI II”), with respect to
the Shares held by it.
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred
to herein as the “Farallon Funds.”
The Management Company
|
(vii)
|
Farallon Capital Management, L.L.C., a Delaware limited
liability company (the “Management Company”), with respect
to the Shares held by a certain account managed by the Management
Company (the “Managed Account”).
|
The Farallon General Partner
|
(viii)
|
Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the Farallon Funds (the
“Farallon General Partner”), with respect to the Shares
held by each of the Farallon Funds.
|
The Farallon Managing Members
|
(ix)
|
The following persons who are, or with respect to Ding
(as defined below) was, managing members of both the Farallon General
Partner and the Management Company, with respect to the Shares held by
the Farallon Funds and the Managed Account: Chun R. Ding
(“Ding”), William F. Duhamel (“Duhamel”),
Richard B. Fried (“Fried”), Monica R. Landry
(“Landry”), Douglas M. MacMahon (“MacMahon”),
William F. Mellin (“Mellin”), Stephen L. Millham
(“Millham”), Jason E. Moment (“Moment”), Ashish
H. Pant (“Pant”), Rajiv A. Patel (“Patel”),
Derek C. Schrier (“Schrier”), Andrew J. M. Spokes
(“Spokes”), Thomas F. Steyer (“Steyer”) and
Mark C. Wehrly (“Wehrly”).
|
Ding, Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant,
Patel, Schrier, Spokes, Steyer and Wehrly are together referred to herein as the
“Farallon Individual Reporting Persons.”
|
This Schedule 13G reports that:
|
(i)
effective as of January 1, 2007, MacMahon became a managing member of
the Farallon General Partner and the Management Company, and as such may be deemed to
be a beneficial owner of the securities beneficially owned by such entities as of such
date;
(ii)
effective as of July 1, 2007, Pant became a managing member of the
Farallon General Partner and the Management Company, and as such may be deemed to be a
beneficial owner of the securities beneficially owned by such entities as of such
date;
Page
25 of 30 Pages
(iii)
effective as of August 28, 2007, Spokes became a managing member
of the Farallon General Partner and the Management Company, and as such may be deemed
to be a beneficial owner of the securities beneficially owned by such entities as of
such date; and
(iv)
effective
as of September 10, 2007, Ding resigned as a managing member of the Farallon
General Partner and the Management Company, and as such may no longer be deemed to be a
beneficial owner of the securities beneficially owned by such entities as of such
date.
The citizenship of each of the Farallon Funds, the Management Company
and the Farallon General Partner is set forth above. Other than Pant and Spokes, each
of the Farallon Individual Reporting Persons is a citizen of the United States. Pant is
a citizen of India. Spokes is a citizen of the United Kingdom. The address of the
principal business office of each of the Reporting Persons is c/o Farallon Capital
Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California
94111.
Item 3.
If This Statement Is
Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or
(c),
|
|
Check Whether The Person Filing Is An Entity
Specified In (a) - (j):
|
Not Applicable.
If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check
This Box.
x
Item
4.
Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5
through 11 of the cover page for each Reporting Person hereto is incorporated herein by
reference for each such Reporting Person.
The 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 Farallon General
Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial
owner of all such Shares owned by the Farallon Funds. The Management Company, as
investment adviser to the Managed Account, may be deemed to be the beneficial owner of
all such Shares owned by the Managed Account. 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 Shares owned by the Farallon Funds and 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 Shares.
Page
26 of 30 Pages
Item
5.
Ownership Of Five Percent Or Less Of A Class
As of September 10, 2007, Ding may no longer be deemed a Reporting
Person with respect to the Shares reported herein.
Item
6.
Ownership Of More Than Five Percent On Behalf Of Another
Person
Not Applicable.
Item
7.
Identification And Classification Of The Subsidiary Which
Acquired The Security Being
Reported On By The Parent Holding Company
Not Applicable.
Item 8.
Identification And Classification Of
Members Of The Group
The Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above,
the Reporting Persons neither disclaim nor affirm the existence of a group among
them.
Item 9.
Notice Of Dissolution Of Group
Not Applicable.
Item
10.
Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page
27 of 30 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 1, 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 Chun R. Ding, 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 Ding, Duhamel, Fried,
MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer, and Wehrly authorizing
Landry to sign and file this Schedule 13G on his or her 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 13G 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.
Page
28 of 30 Pages
EXHIBIT INDEX
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
|
Page
29 of 30 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except to the
extent that he, she or it knows or has reason to believe that such information is
inaccurate.
Dated: February 1, 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 Chun R. Ding, 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
Page
30 of 30 Pages