-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VpwoSG87rQgITi87s45taISnK5SZZmgYm7MC57bOhw5xHi4cDIDrltjlLEIk1HGd n9/5OHqbfSKrZQyB6nKCCA== 0001040153-07-000036.txt : 20070828 0001040153-07-000036.hdr.sgml : 20070828 20070828172531 ACCESSION NUMBER: 0001040153-07-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: CHUN R. DING GROUP MEMBERS: DEREK C. SCHRIER GROUP MEMBERS: DOUGLAS M. MACMAHON GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: JASON E. MOMENT GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL GOLD CORP CENTRAL INDEX KEY: 0000319671 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 133025550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80149 FILM NUMBER: 071084783 BUSINESS ADDRESS: STREET 1: 45 EAST PUTNAM AVENUE STREET 2: SUITE 118 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-2300 MAIL ADDRESS: STREET 1: 45 EAST PUTNAM AVENUE STREET 2: SUITE 118 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: TRIAD ENERGY CORP /NY/ DATE OF NAME CHANGE: 19951120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON PARTNERS L L C/CA CENTRAL INDEX KEY: 0001040153 IRS NUMBER: 943240280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 globalgold-13da1.htm

 

OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)   *

 

Global Gold Corporation

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

37933T209

(Cusip Number)

 

Mark C. Wehrly

Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

(415) 421-2132

(Name, Address, and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 28, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

Page 1 of 30 Pages

Exhibit Index Found on Page 28

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,478,400

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,478,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,478,400

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.3% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 2 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,267,200

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,267,200

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,267,200

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 3 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

140,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

140,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

140,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 4 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 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

 

633,600

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

633,600

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

633,600

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 5 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 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

 

3,520,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

3,520,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,520,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.2% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

Page 6 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 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

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 7 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chun R. Ding

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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 8 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 9 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 10 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 11 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Douglas M. MacMahon [See Preliminary Note.]

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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000 [See Preliminary Note.]

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000 [See Preliminary Note.]

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000 [See Preliminary Note.]

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 12 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 13 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 14 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 15 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ashish H. Pant [See Preliminary Note.]

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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000 [See Preliminary Note.]

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000 [See Preliminary Note.]

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000 [See Preliminary Note.]

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 16 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 17 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 18 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Andrew J. M. Spokes [See Preliminary Note.]

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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000 [See Preliminary Note.]

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000 [See Preliminary Note.]

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000 [See Preliminary Note.]

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

Page 19 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 20 of 30 Pages

13D

CUSIP No. 37933T209

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. 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 7,040,000 Shares, which is 19.8% 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. [See Preliminary Note.]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

7,040,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

7,040,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,040,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8% [See Preliminary Note.]

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Page 21 of 30 Pages

This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed on April 12, 2006 (collectively, with all amendments thereto, the “Schedule 13D”).

 

Preliminary Note: The Schedule 13D reported that the Reporting Persons beneficially owned in aggregate 7,040,000 Shares (through their ownership of Common Shares and Warrants), which was equivalent to 23.1% of the Shares then outstanding. This Amendment No. 1 to the Schedule 13D reports that, due to additional Share issuances by the Company since the filing of the prior Schedule 13D, the 7,040,000 Shares reported therein represent a lower percentage (19.8%) of the Shares currently outstanding. The Reporting Persons have not engaged in any transactions in the Shares since the filing of the prior Schedule 13D.

 

This amendment to the Schedule 13D reports that effective as of January 1, 2007, Douglas M. MacMahon, as of July 1, 2007, Ashish H. Pant and as of August 22, 2007, Andrew J.M. Spokes became managing members of Farallon Partners, L.L.C., one of the Reporting Persons listed below, and as such may be deemed to be a beneficial owner of the securities beneficially owned by such entity as of each such applicable date.

 

Item 2. Identity And Background

 

Item 2 of the Schedule 13D is amended and restated in its entirety as follows:

(a)          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 beneficially held by it (through its ownership of Common Shares and Warrants);

 

 

(ii)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares beneficially held by it (through its ownership of Common Shares and Warrants);

 

 

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares beneficially held by it (through its ownership of Common Shares and Warrants);

 

 

(iv)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares beneficially held by it (through its ownership of Common Shares and Warrants); and

 

 

(v)

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares beneficially held by it (through its ownership of Common Shares and Warrants).

 

Page 22 of 30 Pages

FCP, FCIP, FCIP II, FCIP III and FCOI II are together referred to herein as the “Farallon Funds.”

 

The Farallon General Partner  

 

 

(vii)

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 beneficially held by each of the Farallon Funds (through their ownership of Common Shares and Warrants).

 

The Farallon Managing Members  

 

 

(viii)

The following persons who are managing members of the Farallon General Partner, with respect to the Shares beneficially held by the Farallon Funds: 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.”

(b)          The address of the principal business office of (i) the Farallon Funds and the Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(c)          The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of the Farallon Funds. The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(d)          None of the Farallon Funds, the Farallon General Partner or any of the Farallon Individual Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          None of the Farallon Funds, the Farallon General Partner or any of the Farallon Individual Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Page 23 of 30 Pages

(f)           The citizenship of each of the Farallon Funds and the Farallon General Partner is set forth above.

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

Item 5. Interest In Securities Of The Issuer

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

 

 

(a)

The Farallon Funds

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 35,476,051 Shares outstanding as of August 27, 2007 (calculated based upon the 33,716,051 Common Shares outstanding as of August 14, 2007 as reported by the Company in its Quarterly Report on Form 10-QSB for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 14, 2007 plus the number of additional Common Shares each Reporting Person is deemed to own through its beneficial ownership of Warrants).

 

 

(c)

There have been no purchases or sales of Shares in the last 60 days by the Farallon Funds.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

 

(b)

The Farallon General Partner

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 

 

(c)

None.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

Page 24 of 30 Pages

 

(c)

The Farallon Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 

 

(c)

None.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

The Shares reported hereby for the Farallon Funds are beneficially owned directly by the Farallon Funds (through their ownership of Common Shares and Warrants). 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 Farallon Individual Reporting Persons, as managing members of the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares beneficially owned by the Farallon Funds. Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

Item 7. Materials To Be Filed As Exhibits

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended. There is filed herewith as Exhibit 2 a power of attorney executed by Andrew J. M. Spokes, which is incorporated herein by reference.

 

 

 

 

 

 

Page 25 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: August 28, 2007

 

/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. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

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 Powers of Attorney executed by Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, 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 authorizing Landry to sign and file this Schedule 13D 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 Andrew J. M. Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which is filed as Exhibit 2 to this Schedule 13D, is hereby incorporated by reference.

 

 

 

 

Page 26 of 30 Pages

ANNEX 1

 

Set forth below with respect to the Farallon General Partner is the following information: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below with respect to each Farallon Individual Reporting Person is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

1.

The Farallon General Partner

 

 

(a)

Farallon Partners, L.L.C.

 

(b)

c/o Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

 

(c)

Serves as general partner to investment partnerships

 

(d)

Delaware limited liability company

 

(e)

Managing Members: Thomas F. Steyer, Senior Managing Member; Chun R. Ding, William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica R. Landry, 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, Gregory S. Swart and Mark C. Wehrly, Managing Members.

 

3.

Managing Members of the Farallon General Partner

 

Each of the managing members of the Farallon General Partner other than Gregory S. Swart, Andrew J. M. Spokes and Ashish H. Pant is a citizen of the United States. Gregory S. Swart is a citizen of New Zealand. Ashish H. Pant is a citizen of India. Andrew J. M. Spokes is a citizen of the United Kingdom. The business address of each of the managing members of the Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The principal occupation of Thomas F. Steyer is serving as senior managing member of the Farallon General Partner. The principal occupation of each other managing member of the Farallon General Partner is serving as a managing member of the Farallon General Partner. None of the managing members of the Farallon General Partner has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

 

Page 27 of 30 Pages

EXHIBIT INDEX

 

 

EXHIBIT 1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

EXHIBIT 2

Power of Attorney for Andrew J. M. Spokes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 28 of 30 Pages

EXHIBIT 1

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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: August 28, 2007

 

/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. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

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 29 of 30 Pages

EXHIBIT 2

to

SCHEDULE 13D

 

POWER OF ATTORNEY

 

The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in his or her individual capacity as a result of the undersigned’s position as managing member of Farallon Capital Management, L.L.C., Farallon Partners, L.L.C., Noonday Capital, L.L.C. and/or Noonday G.P. (U.S.), L.L.C., and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney, if any, executed by the undersigned in his or her capacity as a managing member of Farallon Capital Management, L.L.C., Farallon Partners, L.L.C., Noonday Capital, L.L.C. and/or Noonday G.P. (U.S.), L.L.C., with respect to the execution and filing of Filing Documentation.

 

Date: August 22, 2007

By: /s/ Andrew J. M. Spokes

Name: Andrew J. M. Spokes

 

 

Page 30 of 30 Pages

 

 

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