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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PECHOCK CHRISTOPHER C/O MARTIN PATTERSON GLOBAL ADVISORS INC 520 MADISON AVE NEW YORK, NY 10022-4213 |
X |
/s/ CHRISTOPHER PECHOCK | 02/28/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On February 21, 2008, MatlinPatterson FA Acquisition LLC entered into an agreement (the "Adjustment Agreement") with the Issuer with respect to the Final Net Tangible Book Value Per Share (as such term is defined in the Investment Agreement dated as of May 14, 2007, between MatlinPatterson FA Acquisition LLC and the Issuer (the "Investment Agreement")) adjustment to the number of purchased shares provided for in the Investment Agreement. Pursuant to the terms of the Investment Agreement, as previously disclosed, the Issuer was required to issue additional shares of Common Stock to MatlinPatterson FA Acquisition LLC in the event that the Issuer's Final Net Tangible Book Value Per Share (as such term is defined in the Investment Agreement) at the closing was less than $1.60. |
(2) | The parties negotiated and agreed that, as of the closing, the Final Net Tangible Book Value Per Share was $1.25. The Adjustment Agreement required the Issuer to issue 3,589,878 additional shares of Common Stock to MatlinPatterson FA Acquisition LLC, in compliance with the terms of the Investment Agreement based on the negotiated and agreed upon final calculation of the Issuer's Final Net Tangible Book Value Per Share. |
(3) | MatlinPatterson FA Acquisition LLC is the direct owner of 41,499,261 shares of Common Stock of the Issuer. MatlinPatterson Global Opportunities Partners II L.P. and MatlinPatterson Global Opportunities Partners (Cayman) II L.P. (together, the "Funds") hold 100 percent of the membership interests in MatlinPatterson FA Acquisition LLC. MatlinPatterson Global Partners II LLC (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson Asset Management LLC holds 100 percent of the voting interest and equity of the Adviser and of the General Partner. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. |
(4) | Other than MatlinPatterson FA Acquisition LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MatlinPatterson FA Acquisition LLC, except to the extent such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |