SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
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|
SCHEDULE 13D
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. )*
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TPC Group Inc.
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(Name of Issuer)
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Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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89236Y104
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(CUSIP Number)
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|
Marc Weingarten
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
|
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Authorized to Receive Notices and Communications)
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August 27, 2012
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 89236Y104
|
SCHEDULE 13D
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Page 2 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg Master Investments Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
796,815 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
796,815 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
796,815 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.1%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
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Page 3 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg International Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
796,815 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
796,815 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
796,815 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.1%
|
|||
14
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TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
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Page 4 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Castlerigg International Holdings Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
796,815 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
796,815 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
796,815 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.1%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 5 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg Offshore Holdings, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
796,815 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
796,815 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
796,815 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.1%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 6 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg Merger Arbitrage and Equity Event Fund, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
137,365 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
137,365 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
137,365 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 7 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg Merger Arbitrage and Equity Event Intermediate Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
137,365 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
137,365 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
137,365 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 8 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
137,365 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
137,365 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
137,365 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.9%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 9 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Castlerigg UCITS Funds plc
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
97,071 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
97,071 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
97,071 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.6%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 10 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Sandell Investment Services, L.L.C.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
97,071 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
97,071 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
97,071 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.6%
|
|||
14
|
TYPE OF REPORTING PERSON
CO; IA
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 11 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
LumX Castlerigg Merger Arbitrage Fund Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
78,565 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
78,565 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
78,565 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 12 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Sandell Asset Management Corp.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
1,012,745 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
1,012,745 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,012,745 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.5%
|
|||
14
|
TYPE OF REPORTING PERSON
CO; IA
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 13 of 21 Pages
|
1
|
NAME OF REPORTING PERSONS
Thomas E. Sandell
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
1,109,816 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
1,109,816 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,109,816 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.1%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 14 of 21 Pages
|
Item 1.
|
SECURITY AND ISSUER.
|
Item 2.
|
IDENTITY AND BACKGROUND.
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 15 of 21 Pages
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Item 4.
|
PURPOSE OF TRANSACTION.
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 16 of 21 Pages
|
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
(i)
|
Castlerigg Master Investment:
|
|||
(a)
|
As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 796,815 shares of Common Stock.
|
|||
Percentage: Approximately 5.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 796,815 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 796,815 shares of Common Stock
|
(ii)
|
Castlerigg International:
|
|||
(a)
|
As of the date hereof, Castlerigg International may be deemed the beneficial owner of 796,815 shares of Common Stock.
|
|||
Percentage: Approximately 5.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 796,815 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 796,815 shares of Common Stock
|
(iii)
|
Castlerigg Holdings:
|
|||
(a)
|
As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 796,815 shares of Common Stock.
|
|||
Percentage: Approximately 5.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 796,815 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 796,815 shares of Common Stock
|
(iv)
|
Castlerigg Offshore Holdings:
|
|||
(a)
|
As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 796,815 shares of Common Stock.
|
|||
Percentage: Approximately 5.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 796,815 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 796,815 shares of Common Stock
|
(v)
|
CMAEE Fund:
|
|||
(a)
|
As of the date hereof, CMAEE Fund may be deemed the beneficial owner of 137,365 shares of Common Stock.
|
|||
Percentage: Approximately 0.9% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0 shares of Common Stock
|
||
2.
|
Shared power to vote or direct vote: 137,365 shares of Common Stock.
|
|||
3.
|
Sole power to dispose or direct the disposition: 0 shares of Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 137,365 shares of Common Stock.
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 17 of 21 Pages
|
(vi)
|
CMAEE Intermediate:
|
|||
(a)
|
As of the date hereof, CMAEE Intermediate may be deemed the beneficial owner of 137,365 shares of Common Stock.
|
|||
Percentage: Approximately 0.9% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0 shares of Common Stock
|
||
2.
|
Shared power to vote or direct vote: 137,365 shares of Common Stock.
|
|||
3.
|
Sole power to dispose or direct the disposition: 0 shares of Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 137,365 shares of Common Stock.
|
(vii)
|
CMAEE Master:
|
|||
(a)
|
As of the date hereof, CMAEE Master may be deemed the beneficial owner of 137,365 shares of Common Stock.
|
|||
Percentage: Approximately 0.9% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0 shares of Common Stock
|
||
2.
|
Shared power to vote or direct vote: 137,365 shares of Common Stock.
|
|||
3.
|
Sole power to dispose or direct the disposition: 0 shares of Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 137,365 shares of Common Stock.
|
(viii)
|
UCITS:
|
|||
(a)
|
As of the date hereof, UCITS may be deemed the beneficial owner of 97,071 shares of Common Stock.
|
|||
Percentage: Approximately 0.6% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 97,071 shares of Common Stock.
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 97,071 shares of Common Stock.
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Common Stock
|
(viii)
|
SIS:
|
|||
(a)
|
As of the date hereof, SIS may be deemed the beneficial owner of 97,071 shares of Common Stock.
|
|||
Percentage: Approximately 0.6% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 97,071 shares of Common Stock.
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 97,071 shares of Common Stock.
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Common Stock
|
(ix)
|
LumX:
|
|||
(a)
|
As of the date hereof, LumX may be deemed the beneficial owner of 78,565 shares of Common Stock.
|
|||
Percentage: Approximately 0.5% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 78,565 shares of Common Stock.
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 78,565 shares of Common Stock.
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Common Stock
|
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 18 of 21 Pages
|
(x)
|
SAMC:
|
|||
(a)
|
As of the date hereof, SAMC may be deemed the beneficial owner of 1,012,745 shares of Common Stock.
|
|||
Percentage: Approximately 6.5% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 1,012,745 shares of Common Stock.
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 1,012,745 shares of Common Stock.
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Common Stock
|
(xi)
|
Mr. Sandell:
|
|||
(a)
|
As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 1,109,816 shares of Common Stock.
|
|||
Percentage: Approximately 7.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 1,109,816 shares of Common Stock.
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 1,109,816 shares of Common Stock.
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Common Stock
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit
|
Description
|
1
|
Press release issued August 28, 2012.
|
2
|
White Paper dated September 4, 2012.
|
3 | Joint Filing Agreement, dated September 4, 2012. |
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 19 of 21 Pages
|
CASTLERIGG MASTER INVESTMENTS LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG INTERNATIONAL LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 20 of 21 Pages
|
CASTLERIGG OFFSHORE HOLDINGS, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CUSIP No. 89236Y104
|
SCHEDULE 13D
|
Page 21 of 21 Pages
|
CASTLERIGG UCITS FUNDS PLC, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Castlerigg Merger Arbitrage UCITS Fund
|
|||
By:
|
Sandell Investment Services, L.L.C., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
LUMX CASTLERIGG MERGER ARBITRAGE FUND LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
SANDELL ASSET MANAGEMENT CORP.
|
|||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
SANDELL INVESTMENT SERVICES, L.L.C.
|
|||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Managing Member
|
||
/s/ Thomas E. Sandell
|
|||
Thomas E. Sandell
|
|||
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Switzerland
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Hilmi A. Ünver
|
Director
|
Belgium
|
Businessperson
|
98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Switzerland
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Hilmi A. Ünver
|
Director
|
Belgium
|
Businessperson
|
98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Switzerland
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Hilmi A. Ünver
|
Director
|
Belgium
|
Businessperson
|
98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Thomas E. Sandell
|
Director
|
Sweden
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Timothy O'Brien
|
Director
|
United States
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Switzerland
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Hilmi A. Ünver
|
Director
|
Belgium
|
Businessperson
|
98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Advisors, L.L.C.
|
General Partner
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Castlerigg Merger Arbitrage and Equity Event Fund, Ltd.
|
Limited Partner
|
British Virgin Islands
|
Legal Entity
|
Walkers Corporate Services (BVI) Limited, Walkers Chambers, PO Box 92, Road Town, Tortola, BVI
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Delaware
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Switzerland
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Hilmi A. Ünver
|
Director
|
Belgium
|
Businessperson
|
98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Richard Gashler
|
Director
|
United States
|
Legal Counsel
|
40 West 57th Street, New York, NY 10019
|
Roddy Stafford
|
Director
|
Ireland
|
Company Director
|
6 Winton Road, Dublin 6, Ireland
|
Christian Currivan
|
Director
|
Ireland
|
Lawyer
|
33 Sir John Rogerson's Quay, Dublin 2, Ireland
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Philip Canessa
|
Director
|
United Kingdom
|
Company Director
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Francesco Samson
|
Director
|
Switzerland
|
Company Director
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Hywel Evans
|
Director
|
United Kingdom
|
Company Director
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Ed Fletcher
|
Director
|
United Kingdom
|
Company Director
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Charlotte Valeur Adu
|
Director
|
Denmark
|
Company Director
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Neil Hamilton
|
Operations Officer
|
United Kingdom
|
Operations Officer
|
St. Paul’s Gate,
New Street,
St Helier,
Jersey, JE4 9ZB,
Channel Islands.
|
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Thomas E. Sandell
|
Director
|
Sweden
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Name
|
Position
|
Principal Occupation
|
Business Address
|
Sandell Director Services, LLC
|
Director
|
Legal Entity
|
40 West 57th Street, New York, NY 10019
|
Daniel Mignon
|
Director
|
Businessperson
|
7. Av. De Tournay, 1292 Chambesy
|
Thomas E. Sandell
|
Chief Executive Officer
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Anthony Bavaro
|
Chief Financial Officer
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Richard Gashler
|
General Counsel
|
Legal Counsel
|
40 West 57th Street, New York, NY 10019
|
Adam Hoffman
|
Chief Compliance Officer
|
Legal Counsel
|
40 West 57th Street, New York, NY 10019
|
Alejandro Mazier
|
Senior Managing Director
|
Businessperson
|
40 West 57th Street, New York, NY 10019
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
7/30/2012
|
(3555)
|
39.50680
|
7/31/2012
|
(7301)
|
39.13130
|
8/24/2012
|
57910
|
39.64430
|
8/24/2012
|
61770
|
39.72370
|
8/27/2012
|
251270
|
40.06701
|
8/27/2012
|
32,385
|
40.12100
|
8/27/2012
|
81,210
|
40.02400
|
8/28/2012
|
67,285
|
41.00950
|
8/28/2012
|
30,630
|
41.23660
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
7/30/2012
|
(615)
|
39.50680
|
7/31/2012
|
(1265)
|
39.13130
|
8/24/2012
|
9960.00
|
39.64430
|
8/24/2012
|
10620.00
|
39.72370
|
8/27/2012
|
43275.00
|
40.06701
|
8/27/2012
|
5,580
|
40.12100
|
8/27/2012
|
13,985
|
40.02400
|
8/28/2012
|
11,580
|
41.00950
|
8/28/2012
|
5,270
|
41.23660
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
7/30/2012
|
(430)
|
39.50680
|
7/31/2012
|
(934)
|
39.13130
|
8/24/2012
|
7130
|
39.64430
|
8/24/2012
|
7610
|
39.72370
|
8/27/2012
|
11665
|
40.06701
|
8/27/2012
|
3,745
|
40.02400
|
8/27/2012
|
1,535
|
40.12100
|
8/28/2012
|
19,631
|
41.00950
|
8/28/2012
|
8,937
|
41.23660
|
8/27/2012
|
3,745
|
40.02400
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
8/27/2012
|
58790.00
|
40.06701
|
8/27/2012
|
7,500
|
40.12100
|
8/27/2012
|
32,230
|
40.07970
|
8/28/2012
|
13,595
|
41.00950
|
8/28/2012
|
6,180
|
41.23660
|
●
|
The supply of crude C4 this year was less than normal due to ethylene cracker turnarounds reducing the volumes TPCG could process. TPCG reduced EBITDA expectations from $150m to $140m as a result of these lower volumes. With the turnarounds behind us and demand for butadiene, butylenes and related higher-value products expected to grow, TPCG should significantly expand its EBITDA and margins.
|
●
|
TPCG is currently in the process of negotiating renewals for its service contracts that expire at the end of 2012, on terms significantly more favorable to the company.
|
●
|
The potential re-start of two of TPCG’s de-hydro plants could materially increase operating margins and EBITDA by 2014, with very favorable ROIC. The renewal of these projects should be substantially accretive for TPCG due to the projected abundance of natural gas liquids from shale production, the company’s position as the top processor of crude C4 in North America and current commodity prices. Your own management has referred to these re-starts as “game-changers”. The investment community has been waiting patiently for TPCG to give better guidance on the return profiles of these expansions, the first of which was promised - and clearly missed - for the ‘summer of 2012’.
|
●
|
The benefits accruing from your investments in a second HR-PIB unit have only begun to be felt.
|
●
|
The market does not seem to appreciate the effect that TPCG’s inventory has on the calculation of its EBITDA. Without adjusting for inventory effects, the company’s EBITDA appears extremely volatile and its stock price has suffered as a result. If TPCG adjusted its calculations to take into account these inventory effects, its EBITDA and cash flow would be seen as stable and continuing, garnering a higher valuation multiple.
|
●
|
Consensus estimates predict that TPCG’s earnings per share will increase 69% from $2.27 in 2012 to $3.84 in 2013 based on these indicators of the company’s potential upside, and two sell-side firms have $53 and $55 price targets on the stock with NO strategic control premium attached.
|
●
|
Full disclosure around the expected benefit from contract re-negotiations and the ROICs with respect to the first de-hydro project;
|
●
|
In order to demonstrate the company’s comfort level in the stability of its EBITDA and cash flow once the skewing effect of inventory is eliminated, the company should explore instituting a cash dividend on the stock; and
|
●
|
TPCG should follow its peers and restructure itself as a master limited partnership (or financing its de-hydros as master limited partnerships). Other firms in the industry have realized significant reductions in cash tax expenses and cost of capital as a result of the master limited partnership structure. We have had discussions with MLP counsel who have confirmed that some of TPCG’s business and expansions could produce significant MLP qualifying income.
|
CASTLERIGG MASTER INVESTMENTS LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG INTERNATIONAL LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
CASTLERIGG OFFSHORE HOLDINGS, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD.
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
CASTLERIGG UCITS FUNDS PLC, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Castlerigg Merger Arbitrage UCITS Fund
|
|||
By:
|
Sandell Investment Services, L.L.C., as Investment Manager
|
||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
LUMX CASTLERIGG MERGER ARBITRAGE FUND LIMITED
|
|||
By:
|
Sandell Asset Management Corp., as Investment Manager
|
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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Title:
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Chief Executive Officer
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SANDELL ASSET MANAGEMENT CORP.
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|||
By:
|
/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
SANDELL INVESTMENT SERVICES, L.L.C.
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|||
By:
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/s/ Thomas E. Sandell
|
||
Name:
|
Thomas E. Sandell
|
||
Title:
|
Chief Executive Officer
|
||
/s/ Thomas E. Sandell
|
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Thomas E. Sandell
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