OMB APPROVAL
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response........10.4
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[_]
[X]
[_]
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Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
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CUSIP No. 530555101
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1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Partners II, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
10,950,028(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
10,950,028(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,028
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.8%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Advisory Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
10,950,028(1)(2)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
10,950,028(1)(2)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,028
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.8%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
(2)
|
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
Power is exercised through its sole general partner, SPO Advisory Corp.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
San Francisco Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
638,179(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
638,179(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
638,179
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.5%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
|
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SF Advisory Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
638,179(1)(2)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
638,179(1)(2)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
638,179
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.5%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
(2)
|
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
Power is exercised through its sole general partner, SPO Advisory Corp.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Advisory Corp.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
11,588,207(1)(2)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
11,588,207(1)(2)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,588,207
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.3%
|
12.
|
Type of Reporting Person (See Instructions)
(CO)
|
(1)
|
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 10,950,028 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 638,179 of such shares.
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(2)
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Power is exercised through its three controlling persons, John H. Scully, William E. Oberndorf and Edward H. McDermott.
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CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John H. Scully
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
204,177(1)
|
6.
|
Shared Voting Power
11,840,974(2)
|
|
7.
|
Sole Dispositive Power
204,177(1)
|
|
8.
|
Shared Dispositive Power
11,840,974(2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,045,151
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.7%
|
12.
|
Type of Reporting Person (See Instructions)
(IN)
|
(1)
|
Of these shares, 78,065 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as the trustee for the John H. Scully Living Trust, dated 10/1/03; 700 shares are held in Mr. Scully’s Individual Retirement Account, which is self-directed; and 125,412 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.
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(2)
|
Of these shares, 11,588,207 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp., and 252,767 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as the trustee for the John H. Scully Living Trust, dated 10/1/03 which is one of the general partners of Netcong Newton Partners, L.P.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William E. Oberndorf
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
305,514(1)
|
6.
|
Shared Voting Power
11,611,435(2)
|
|
7.
|
Sole Dispositive Power
305,514(1)
|
|
8.
|
Shared Dispositive Power
11,611,435(2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,916,949
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.6%
|
12.
|
Type of Reporting Person (See Instructions)
(IN)
|
(1)
|
Of these shares, 200,000 shares are held in Mr. Oberndorf’s Individual Retirement Account, which is self-directed; 100,000 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as sole general partner of Oberndorf Family Partners, a family partnership; and 5,514 shares are owned by Mr. Oberndorf solely in his capacity as trustee for the account of his children.
|
(2)
|
Of these shares, 11,588,207 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp; 17,228 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/19/98; and 6,000 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as a controlling person of Oberndorf Foundation, a family foundation.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Edward H. McDermott
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
1,878(1)
|
6.
|
Shared Voting Power
11,588,207(2)
|
|
7.
|
Sole Dispositive Power
1,878(1)
|
|
8.
|
Shared Dispositive Power
11,588,207(2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,590,085
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.3%
|
12.
|
Type of Reporting Person (See Instructions)
(IN)
|
(1)
|
Of these shares, 1,338 shares are held in Mr. McDermott’s Individual Retirement Account, which is self-directed.
|
(2)
|
These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The John H. Scully Living Trust, dated 10/1/03
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
78,065(1)
|
6.
|
Shared Voting Power
252,767(2)
|
|
7.
|
Sole Dispositive Power
78,065(1)
|
|
8.
|
Shared Dispositive Power
252,767(2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
330,832
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.3%
|
12.
|
Type of Reporting Person (See Instructions)
(OO)
|
(1)
|
Power is exercised through its trustee, John H. Scully.
|
(2)
|
These shares may be deemed to be beneficially owned by The John H. Scully Living Trust, dated 10/1/03 solely in its capacity as one of the general partners of Netcong Newton Partners, L.P.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Phoebe Snow Foundation, Inc.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
125,412(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
125,412(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
125,412(1)
|
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)
(CO)
|
(1)
|
Power is exercised through its controlling person, sole director and executive officer, John H. Scully.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Netcong Newton Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
252,767(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
252,767(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
252,767
|
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.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
|
Power is exercised through one of its general partners, the John H. Scully Living Trust, dated 10/1/03.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William and Susan Oberndorf Trust, dated 10/19/98
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
17,228(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
17,228(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,228
|
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)
(OO)
|
(1)
|
Power is exercised through its trustees, William E. Oberndorf and Susan C. Oberndorf.
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Oberndorf Family Partners
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
100,000(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
100,000(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
**0.1%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
(1)
|
Power is exercised through its sole general partner, William E. Oberndorf.
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Oberndorf Foundation
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
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
6,000(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
6,000(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,000
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
**0.1%
|
12.
|
Type of Reporting Person (See Instructions)
(CO)
|
(1)
|
Power is exercised through its two directors, William E. Oberndorf and Susan C. Oberndorf.
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Betty Jane Weimer
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
3,300
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
3,300
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,300
|
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)
(IN)
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Eli J. Weinberg
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
259(1)
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
259(1)
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
259
|
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)
(IN)
|
(1)
|
Of these shares, 5 shares are held in Mr. Weinberg’s 401(k) account, which is self-directed.
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ian R. McGuire
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
990
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
990
|
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
990
|
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)
(IN)
|
**
|
Denotes less than.
|
CUSIP No. 530555101
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kurt and Tamra Mobley Trust, dated 4/20/04
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
538
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
538
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
538
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
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11.
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Percent of Class Represented by Amount in Row (9)
**0.1%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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**
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Denotes less than.
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(a)
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Name of Issuer
Liberty Global, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
12300 Liberty Boulevard
Englewood, Colorado 80112
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(a)
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Name of Person Filing
SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), William E. Oberndorf (“WEO”), Edward H. McDermott (“EHM”), The John H. Scully Living Trust, dated 10/1/03 (“JHS Trust”), Phoebe Snow Foundation, Inc., a California corporation (“PS Foundation”), Netcong Newton Partners, L.P., a California limited partnership (“NNP”), the William and Susan Oberndorf Trust, dated 10/19/98 (“Oberndorf Trust”), Oberndorf Family Partners, a California limited partnership (“OFP”), The Oberndorf Foundation, a California corporation (“Oberndorf Foundation”), Betty Jane Weimer (“BJW”), Eli J. Weinberg (“EJW”), Ian R. McGuire (“IRM”) and Kurt and Tamra Mobley Trust, dated 4/20/04 (“Mobley Trust”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, WEO, JHS Trust, PS Foundation, NNP, Oberndorf Trust, OFP, Oberndorf Foundation, BJW, EHM, EJW, IRM and Mobley Trust are sometimes hereinafter referred to as the “Reporting Persons.”
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
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(b), (c) Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.
The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.
The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.
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The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.
The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.
The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.
The principal business address of WEO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. WEO is a citizen of the United States of America.
The principal business address of the JHS Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS Trust is a living trust, established for the benefit of JHS. Certain information with respect to JHS, the trustee for the JHS Trust, is set forth above.
The principal business address of PS Foundation is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PS Foundation is a California corporation.
The principal business address of NNP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. NNP is a California limited partnership.
The principal business address of the Oberndorf Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. The Oberndorf Trust is a living trust, established for the benefit of WEO and his wife, Susan C. Oberndorf. WEO and Ms. Oberndorf are the trustees of the Oberndorf Trust. Certain information with respect to WEO is set forth above. Ms. Oberndorf’s principal business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Ms. Oberndorf is a citizen of the United States of America.
The principal business address of OFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. OFP is a California limited partnership.
The principal business address of Oberndorf Foundation is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Oberndorf Foundation is a California corporation.
The principal business address of BJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. BJW is a citizen of the United States of America.
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The principal business address of EHM is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EHM is a citizen of the United States of America.
The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the United States of America.
The principal business address of IRM is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. GM is a citizen of the United States of America.
The principal business address of Mobley Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. Mobley Trust is a living trust, established for the benefit of Kurt Mobley and Tamra Mobley. Kurt and Tamra Mobley are the trustees of the Mobley Trust.
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(d)
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Title of Class of Securities
Series A Common Stock, par value $0.01 per share.
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(e)
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CUSIP Number:
530555101
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Item 3.
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Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
Not Applicable.
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Item 4.
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Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward H. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
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10,950,028 common shares
10,950,028 common shares
638,179 common shares
638,179 common shares
11,588,207 common shares
12,045,151 common shares
11,916,949 common shares
11,590,085 common shares
330,832 common shares
125,412 common shares
252,767 common shares
17,228 common shares
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Oberndorf Family Partners
Oberndorf Foundation
Betty Jane Weimer
Eli Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
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100,000 common shares
6,000 common shares
3,300 common shares
259 common shares
990 common shares
538 common shares
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(b)
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Percent of class:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward H. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
Oberndorf Family Partners
Oberndorf Foundation
Betty Jane Weimer
Eli J. Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
** Denotes less than
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8.8%
8.8%
0.5%
0.5%
9.3%
9.7%
9.6%
9.3%
0.3%
0.1%
0.2%
**0.1%
**0.1%
**0.1%
**0.1%
**0.1%
**0.1%
**0.1%
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward M. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
Oberndorf Family Partners
Oberndorf Foundation
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10,950,028 common shares
10,950,028 common shares
638,179 common shares
638,179 common shares
11,588,207 common shares
204,177 common shares
305,514 common shares
1,878 common shares
78,065 common shares
125,412 common shares
252,767 common shares
17,228 common shares
100,000 common shares
6,000 common shares
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Betty Jane Weimer
Eli J. Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
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3,300 common shares
259 common shares
990 common shares
538 common shares
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(ii) Shared power to vote or to direct the vote:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward H. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
Oberndorf Family Partners
Oberndorf Foundation
Betty Jane Weimer
Eli J. Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
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0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
11,840,974 common shares
11,611,435 common shares
11,588,207 common shares
252,767 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
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(iii) Sole power to dispose or to direct the disposition of:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward H. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
Oberndorf Family Partners
Oberndorf Foundation
Betty Jane Weimer
Eli J. Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
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10,950,028 common shares
10,950,028 common shares
638,179 common shares
638,179 common shares
11,588,207 common shares
204,177 common shares
305,514 common shares
1,878 common shares
78,065 common shares
125,412 common shares
252,767 common shares
17,228 common shares
100,000 common shares
6,000 common shares
3,300 common shares
259 common shares
990 common shares
538 common shares
|
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(iv) Shared power to dispose or to direct the disposition of:
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SPO Partners II, L.P.
SPO Advisory Partners, L.P.
San Francisco Partners, L.P.
SF Advisory Partners, L.P.
SPO Advisory Corp.
John H. Scully
William E. Oberndorf
Edward H. McDermott
The John H. Scully Living Trust, dated 10/1/03
Phoebe Snow Foundation, Inc.
Netcong Newton Partners, L.P.
William and Susan Oberndorf Trust, dated 10/19/98
Oberndorf Family Partners
Oberndorf Foundation
Betty Jane Weimer
Eli J. Weinberg
Ian R. McGuire
Kurt and Tamra Mobley Trust, dated 4/20/04
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0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
11,840,974 common shares
11,611,435 common shares
11,588,207 common shares
252,767 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
0 common shares
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Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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May 6, 2011
Date
/s/ Kim M. Silva
Signature
Kim M. Silva
Attorney-in-fact for:
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SPO Partners II, L.P. (1)
SPO Advisory Partners, L.P. (1)
San Francisco Partners, L.P. (1)
SF Advisory Partners, L.P. (1)
SPO Advisory Corp. (1)
John H. Scully (1)
William E. Oberndorf (1)
Edward H. McDermott (1)
The John H. Scully Living Trust, dated 10/1/03 (1)
Phoebe Snow Foundation, Inc. (1)
Netcong Newton Partners, L.P. (1)
William and Susan Oberndorf Trust, dated 10/19/98 (1)
Oberndorf Family Partners (1)
Oberndorf Foundation (1)
Betty Jane Weimer
Eli J. Weinberg (1)
Ian R. McGuire (1)
Kurt and Tamra Mobley Trust, dated 4/20/04 (2)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit C.
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Exhibit
A
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Document Description
Agreement Pursuant to Rule 13d-1(k)
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B
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Power of Attorney (previously filed)
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C
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Power of Attorney
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May 6, 2011
Date
/s/ Kim M. Silva
Signature
Kim M. Silva
Attorney-in-fact for:
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SPO Partners II, L.P. (1)
SPO Advisory Partners, L.P. (1)
San Francisco Partners, L.P. (1)
SF Advisory Partners, L.P. (1)
SPO Advisory Corp. (1)
John H. Scully (1)
William E. Oberndorf (1)
Edward H. McDermott (1)
The John H. Scully Living Trust, dated 10/1/03 (1)
Phoebe Snow Foundation, Inc. (1)
Netcong Newton Partners, L.P. (1)
William and Susan Oberndorf Trust, dated 10/19/98 (1)
Oberndorf Family Partners (1)
Oberndorf Foundation (1)
Betty Jane Weimer
Eli J. Weinberg (1)
Ian R. McGuire (1)
Kurt and Tamra Mobley Trust, dated 4/20/04 (2)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit C.
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1.
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To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.
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2.
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To do all such other acts and things as, in such Attorney’s discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.
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3.
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To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney (s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.
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Kurt and Tamra Mobley Trust, dated 4/20/04
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/s/ Kurt and Tamra Mobley Trust, dated 4/20/04 |