-----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, GwzsyCMYAng6V2RnyiKffvOmys3yH8K3oJdSpVP26cpl5DEdZ2bWwEsx8sPyrn2U NUcT9U4p0n8M7HP+BpQUsQ== 0001162675-07-000067.txt : 20070927 0001162675-07-000067.hdr.sgml : 20070927 20070927134906 ACCESSION NUMBER: 0001162675-07-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY CONVERSION DEVICES INC CENTRAL INDEX KEY: 0000032878 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 381749884 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33747 FILM NUMBER: 071138846 BUSINESS ADDRESS: STREET 1: 2956 WATERVIEW DRIVE CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 BUSINESS PHONE: 248-293-0440 MAIL ADDRESS: STREET 1: 2956 WATERVIEW DRIVE CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY CONVERSION LABORATORIES INC DATE OF NAME CHANGE: 19710603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COGHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001162675 IRS NUMBER: 364191886 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 N WACKER DR STREET 2: STE 4350 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123242000 MAIL ADDRESS: STREET 1: 1 N WACKER DR STREET 2: STE 4350 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 ener070927.txt ENER 13D/A 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10 )* Energy Conversion Devices, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 292659109 - -------------------------------------------------------------------------------- (CUSIP Number) Clint Coghill Coghill Capital Management 1 N Wacker Dr. Ste. #4350 Chicago, IL 60606 312-324-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 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 Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [x] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). ================================================================================ - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 2 OF 8 - ------------------- ----------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). CCM Master Qualified Fund, Ltd.* 98-0363044 Coghill Capital Management, LLC.+* 36-4313801 Clint D. Coghill+* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[ ] (b)[x] - -------- ----------------------------------------------------------------------- 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 CCM Master Qualified Fund, Ltd.* - Cayman Islands Coghill Capital Management, LLC.+* - Delaware, USA Clint D. Coghill+* - USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,064,608** OWNED BY EACH ------ ------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------ ------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,064,608** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,064,608** - -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6*** - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CCM Master Qualified Fund, Ltd.* - CO Coghill Capital Management, LLC.+* - IA Clint D. Coghill+* - IN - -------------------------------------------------------------------------------- - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 3 OF 8 - ------------------- ----------- Schedule 13D Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, of Energy Conversion Devices, Inc. (the "Issuer"). The address of the Issuer's principal offices is: 2956 Waterview Drive Rochester Hills, MI 48309 Item 2. Identity and Background. ----------------------- (a) The name of the reporting persons are: CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+*. (b) The address of principal business office is: 1 N. Wacker Dr. Ste. #4350 Chicago, IL 60606 (c) Coghill Capital Management LLC+*, is an SEC registered investment advisor. (d) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws. (f) Coghill Capital Management, LLC is incorporated in Delaware, USA. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Working Capital of CCM Master Qualified Fund, Ltd.* - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 4 OF 8 - ------------------- ----------- Item 4. Purpose of Transaction. ---------------------- All shares were acquired for investment purposes. The Reporting Persons believe that the Issuer's Board of Directors (Board) should consider making changes to current management and enterprise structure. The Reporting Persons intend to be in contact with members of the Board to express this view. The Reporting Persons intend to review their investment in the Issuer on a regular basis and, as a result thereof, may at any time and from time to time determine, either alone or as part of a group,(a) to acquire additional securities of the Issuer, through open market purchases, in privately negotiated transactions, through a public tender offer or extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, as listed below. Notwithstanding anything contained herein, the Reporting Persons also intend to discuss matters of concern with the Management of the Issuer, and reserve the right to do so with their investors and with other shareholders of the Issuer. The Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions, which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have beneficial ownership of 3,064,608** shares (7.6***). - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 5 OF 8 - ------------------- ----------- (b) Number of Shares as to which CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have: (i) sole power to vote or to direct the vote: 0 shares of Common Stock. (ii) shared power to vote or to direct the vote: 3,064,608** shares of Common Stock (7.6***). (iii) sole power to dispose or to direct the disposition: 0 shares of Common Stock. (iv) shared power to dispose or to direct the disposition: 3,064,608** shares of Common Stock (7.6***). - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 6 OF 8 - ------------------- ----------- (c) Transaction occurring during the past sixty days: See Exhibit 1 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect ------------------------------------------------------------------- to Securities of the Issuer. --------------------------- The Reporting Persons are the beneficial owners of 400,000 warrants, which grant the holder to purchase common shares of stock from the Issuer at $22.93/share on or before March 10, 2010. Further, the Reporting Persons have sold exchange-traded put options, with varying strike prices and expirations dates, which may, from time to time, require the Reporting Persons to purchase up to 718,700 shares of common stock, depending on whether the counterparty exercises these options and not as a result of the Reporting Persons own actions. In addition to the Shares beneficially held by the Reporting Persons, between January 3, 2007 and August 28, 2007, the CCM Master Qualified Fund, Ltd. (the "Master Fund") entered into certain total return equity swap agreements (the "Swaps") with securities brokers relating to 68,709 shares in the aggregate (the "Reference Shares"). Under the terms of these Swaps (i) the Master Fund will be obligated to pay to the broker any capital depreciation of the Reference Shares as of maturity, plus interest, and (ii) the broker will be obligated to pay to the Master Fund any capital appreciation of the Reference Shares as of maturity. Any dividends received by the broker on the Reference Shares during the term of the Swaps will be paid to the Master Fund. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the Reference Shares. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1: Transactions effected during the past 60 days. Explanation of Responses: * The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. ** Includes warrants to purchase shares of common stock that are exercisable within 60 days. *** Based on 39,858,770 shares of common stock issued and outstanding as of August 24, 2007 as reported by the Issuer in its Registrations Statement on Form 10-K filed with the Securities and Exchange Commission on August 29, 2007 plus 400,000 shares of common stock issue-able via warrants held by the Reporting Persons as described in Item 6 of this Schedule 13D. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 7 OF 8 - ------------------- ----------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 27, 2007 /S/ Clint D. Coghill+* - ---------------------------- Clint D. Coghill+* /S/ Coghill Capital Management, LLC+* - ---------------------------- Coghill Capital Management, LLC+* /S/ CCM Qualified Master Fund, Ltd.* - ---------------------------- CCM Qualified Master Fund, Ltd.* - ------------------- ----------- CUSIP NO. 292659109 13D PAGE 8 OF 8 - ------------------- ----------- EXHIBIT 1 Date Transaction Location Security Quantity Price/Unit 12/26/2006 Sell Open Market Common Stock (28,500) 34.99 12/26/2006 Purchase Open Market Call Options 775 1.93 12/27/2006 Sell Open Market Common Stock (800) 34.43 12/27/2006 Sell Open Market Common Stock (6,200) 34.43 12/27/2006 Sell Open Market Common Stock (53,800) 34.43 12/27/2006 Sell Open Market Common Stock (2,500) 34.43 12/27/2006 Sell Open Market Common Stock (2,500) 34.43 12/27/2006 Sell Open Market Common Stock (1,400) 34.43 12/27/2006 Sell Open Market Common Stock (34,600) 34.43 12/27/2006 Purchase Open Market Call Options 275 1.85 12/27/2006 Purchase Open Market Call Options 1,125 2.78 12/29/2006 Purchase Open Market Common Stock 5,000 45.02 12/29/2006 Sell Open Market Common Stock (800) 33.79 12/29/2006 Sell Open Market Common Stock (3,600) 33.79 12/29/2006 Sell Open Market Common Stock (14,600) 33.79 12/29/2006 Sell Open Market Common Stock (40,000) 33.79 12/29/2006 Purchase Open Market Call Options 685 1.25 12/29/2006 Purchase Open Market Call Options 600 2.40 01/03/2007 Purchase Open Market Common Stock 19,900 45.02 01/03/2007 Sell Open Market Common Stock (800) 32.71 01/03/2007 Sell Open Market Common Stock (24,700) 32.71 01/03/2007 Sell Open Market Common Stock (1,400) 32.71 01/03/2007 Sell Open Market Common Stock (34,600) 32.71 01/03/2007 Purchase Open Market Call Options 1,285 2.60 01/04/2007 Sell Open Market Common Stock (15,000) 33.99 01/08/2007 Purchase Open Market Common Stock 4,200 45.02 01/09/2007 Purchase Open Market Common Stock 4,200 45.02 01/09/2007 Purchase Open Market Common Stock 25,000 40.02 01/12/2007 Purchase Open Market Common Stock 12,700 40.02 01/16/2007 Purchase Open Market Common Stock 10,200 40.02 01/16/2007 Purchase Open Market Common Stock 200 45.02 01/17/2007 Purchase Open Market Common Stock 2,000 40.02 01/17/2007 Sell Open Market Common Stock (2,500) 34.02 01/17/2007 Sell Open Market Common Stock (1,400) 34.02 01/17/2007 Sell Open Market Common Stock (800) 34.02 01/17/2007 Sell Open Market Common Stock (6,200) 34.02 01/17/2007 Sell Open Market Common Stock (500) 34.02 01/17/2007 Sell Open Market Common Stock (25,000) 34.02 01/17/2007 Sell Open Market Common Stock (2,500) 34.02 01/17/2007 Sell Open Market Common Stock (34,600) 34.02 01/18/2007 Purchase Open Market Common Stock 7,500 40.02 01/18/2007 Sell Open Market Common Stock (5,000) 32.83 01/18/2007 Sell Open Market Common Stock (65,000) 32.83 01/18/2007 Purchase Open Market Call Options 1,500 2.51 01/19/2007 Purchase Open Market Common Stock 5,500 45.02 01/19/2007 Purchase Open Market Common Stock 37,600 40.02 01/19/2007 Sell Open Market Common Stock (5,000) 32.69 01/19/2007 Purchase Open Market Call Options 1,250 2.27 01/22/2007 Purchase Open Market Call Options 200 2.76 01/30/2007 Sell Open Market Common Stock (5,400) 34.25 01/30/2007 Sell Open Market Common Stock (6,200) 34.25 01/30/2007 Sell Open Market Common Stock (2,500) 34.25 01/30/2007 Sell Open Market Common Stock (2,500) 34.25 01/30/2007 Sell Open Market Common Stock (12,700) 34.25 01/30/2007 Purchase Open Market Call Options 750 2.53 02/01/2007 Purchase Open Market Call Options 1,025 2.85 02/01/2007 Purchase Open Market Call Options 850 1.08 02/08/2007 Purchase Open Market Common Stock 200 45.02 02/08/2007 Purchase Open Market Call Options 1,571 1.09 02/08/2007 Purchase Open Market Call Options 675 2.96 02/09/2007 Purchase Open Market Common Stock 82,400 45.02 02/09/2007 Purchase Open Market Common Stock 2,500 35.02 02/09/2007 Purchase Open Market Common Stock 17,100 40.02 02/09/2007 Purchase Open Market Call Options 940 2.11 02/09/2007 Purchase Open Market Call Options 1,525 1.08 02/12/2007 Purchase Open Market Common Stock 4,100 40.02 02/12/2007 Purchase Open Market Common Stock 5,500 45.02 02/12/2007 Purchase Open Market Common Stock 15,800 40.02 02/12/2007 Purchase Open Market Common Stock 22,500 35.02 02/13/2007 Purchase Open Market Common Stock 2,500 45.02 02/13/2007 Purchase Open Market Common Stock 1,600 35.02 02/13/2007 Purchase Open Market Common Stock 16,300 40.02 02/13/2007 Sell Open Market Common Stock (10,200) 28.91 02/13/2007 Sell Open Market Common Stock (2,000) 28.91 02/13/2007 Sell Open Market Common Stock (12,700) 28.91 02/13/2007 Sell Open Market Common Stock (10,200) 28.91 02/13/2007 Sell Open Market Call Options (205) 0.01 02/13/2007 Purchase Open Market Call Options 1,060 1.71 02/13/2007 Purchase Open Market Call Options 1,650 1.82 02/14/2007 Purchase Open Market Call Options 600 3.37 02/15/2007 Purchase Open Market Common Stock 5,000 35.02 02/15/2007 Sell Open Market Common Stock (2,500) 44.98 02/16/2007 Purchase Open Market Common Stock 30,900 35.02 02/16/2007 Purchase Open Market Common Stock 42,100 40.02 02/20/2007 Purchase Open Market Call Options 1,250 2.00 02/20/2007 Purchase Open Market Call Options 1,420 3.29 02/21/2007 Purchase@ Open Market Common Stock 17,400 40.02 03/07/2007 Purchase@ Open Market Common Stock 700 40.02 03/09/2007 Purchase Open Market Call Options 1,250 1.34 03/10/2007 Purchase@ Open Market Common Stock 6,200 40.02 03/13/2007 Sale Open Market Common Stock 31,914 31.35 03/13/2007 Purchase@ Open Market Common Stock 7,500 40.02 03/13/2007 Purchase@ Open Market Common Stock 7,500 35.02 03/13/2007 Purchase Open Market Call Options 515 1.04 03/13/2007 Sale Open Market Call Options 243 0.04 03/14/2007 Sale Open Market Common Stock 10,000 31.54 03/15/2007 Purchase@ Open Market Common Stock 6,300 40.02 03/17/2007 Purchase@ Open Market Common Stock 55,000 35.02 03/17/2007 Purchase@ Open Market Common Stock 9,600 40.02 03/17/2007 Expiration Open Market Call Options 5,837 0.00 03/17/2007 Expiration Open Market Call Options 6,650 0.00 03/17/2007 Expiration Open Market Call Options 2,620 0.00 03/20/2007 Purchase Open Market Call Options 729 2.00 03/20/2007 Purchase Open Market Call Options 791 3.81 03/20/2007 Purchase Open Market Call Options 330 2.54 03/21/2007 Purchase Open Market Call Options 87 1.86 03/21/2007 Purchase Open Market Call Options 155 3.82 03/21/2007 Purchase Open Market Call Options 470 2.59 04/02/2007 Purchase Open Market Call Options 713 1.20 04/02/2007 Purchase Open Market Call Options 775 0.45 04/18/2007 Sell Open Market Common Stock 2,500 38.22 04/18/2007 Sell Open Market Common Stock 200 38.22 04/18/2007 Sell Open Market Common Stock 5,500 38.22 04/18/2007 Sell Open Market Common Stock 34,300 38.22 04/18/2007 Sell Open Market Common Stock 10,000 38.94 04/20/2007 Expiration Open Market Call Options 1,765 0.00 04/20/2007 Purchase Open Market Common Stock 176,500 35.02 04/20/2007 Purchase Open Market Common Stock 5,000 35.31 04/20/2007 Purchase Open Market Common Stock 50,000 35.56 04/20/2007 Purchase Open Market Call Options 194 3.39 04/20/2007 Purchase Open Market Call Options 933 2.18 04/20/2007 Purchase Open Market Call Options 946 1.32 04/23/2007 Purchase Open Market Common Stock 2,400 35.57 04/24/2007 Sell Open Market Common Stock 6,000 36.31 04/24/2007 Sell Open Market Common Stock 51,500 36.31 04/24/2007 Purchase Open Market Call Options 729 5.02 04/24/2007 Purchase Open Market Call Options 500 3.22 04/25/2007 Sell Open Market Common Stock 25,000 36.43 04/25/2007 Purchase Open Market Call Options 200 5.02 04/25/2007 Purchase Open Market Call Options 350 3.42 04/27/2007 Purchase Open Market Call Options 871 1.16 04/30/2007 Purchase Open Market Common Stock 10,000 35.57 05/01/2007 Purchase Open Market Common Stock 30,000 35.07 05/08/2007 Sale Open Market Common Stock 28,000 35.22 05/10/2007 Purchase Open Market Common Stock 32,600 34.19 05/17/2007 Purchase@ Open Market Common Stock 5,000 35.02 05/19/2007 Purchase@ Open Market Common Stock 88,800 35.02 05/19/2007 Expiration Open Market Call Options 713 0.00 05/19/2007 Expiration Open Market Call Options 775 0.00 05/31/2007 Purchase@ Open Market Common Stock 400 40.02 06/04/2007 Purchase Open Market Common Stock 30,000 33.53 06/05/2007 Purchase Open Market Common Stock 31,000 32.53 06/05/2007 Purchase@ Open Market Common Stock 5,700 40.02 06/06/2007 Purchase Open Market Call Options 519 1.56 06/06/2007 Purchase Open Market Call Options 436 2.54 06/06/2007 Purchase Open Market Call Options 1,346 1.65 06/07/2007 Purchase Open Market Call Options 354 2.70 06/07/2007 Purchase Open Market Call Options 1,056 1.74 06/08/2007 Purchase@ Open Market Common Stock 16,600 40.02 06/11/2007 Purchase@ Open Market Common Stock 16,700 40.02 06/13/2007 Purchase@ Open Market Common Stock 34,500 40.02 06/14/2007 Purchase@ Open Market Common Stock 5,200 40.02 06/15/2007 Purchase@ Open Market Common Stock 152,000 40.02 06/15/2007 Expiration Open Market Call Options 8,837 0.00 06/20/2007 Purchase Open Market Common Stock 34,000 29.72 06/20/2007 Purchase Open Market Call Options 2,437 1.57 06/20/2007 Purchase Open Market Call Options 2,571 0.83 06/20/2007 Purchase Open Market Call Options 8 0.40 06/21/2007 Purchase Open Market Common Stock 5,000 29.69 06/27/2007 Purchase Open Market Common Stock 455 29.54 07/20/2007 Purchase Open Market Common Stock 27,500 29.07 07/20/2007 Purchase Open Market Call Options 738 1.43 07/20/2007 Purchase Open Market Call Options 1,157 3.80 07/25/2007 Purchase Open Market Common Stock 70,000 30.47 08/09/2007 Sale Open Market Common Stock 16,300 34.89 08/09/2007 Sale Open Market Common Stock 4,100 34.89 08/09/2007 Sale Open Market Common Stock 27,100 34.89 08/09/2007 Sale Open Market Call Options 815 3.43 08/24/2007 Purchase Open Market Call Options 2,200 2.52 08/27/2007 Purchase Open Market Common Stock 33,500 29.23 08/29/2007 Purchase@ Open Market Common Stock 1,600 40.02 08/31/2007 Purchase@ Open Market Common Stock 7,500 40.02 09/07/2007 Purchase@ Open Market Common Stock 15,000 35.02 09/10/2007 Purchase@ Open Market Common Stock 2,800 35.02 09/10/2007 Purchase@ Open Market Common Stock 2,500 40.02 09/11/2007 Purchase@ Open Market Common Stock 1,400 35.02 09/12/2007 Purchase@ Open Market Common Stock 700 40.02 09/12/2007 Purchase@ Open Market Common Stock 4,300 35.02 09/13/2007 Purchase@ Open Market Common Stock 2,500 30.02 09/13/2007 Purchase@ Open Market Common Stock 5,000 35.02 09/14/2007 Purchase@ Open Market Common Stock 2,500 35.02 09/14/2007 Sale Open Market Call Options 240 0.02 09/18/2007 Purchase@ Open Market Common Stock 6,200 35.02 09/19/2007 Sale Open Market Call Options 500 0.13 09/19/2007 Purchase@ Open Market Common Stock 22,500 30.02 09/19/2007 Purchase@ Open Market Common Stock 2,500 35.02 09/20/2007 Purchase@ Open Market Common Stock 5,300 30.02 09/21/2007 Expiration Open Market Call Options 4,217 0.00 09/21/2007 Expiration Open Market Call Options 6,602 0.00 09/21/2007 Expiration Open Market Call Options 1,741 0.00 09/21/2007 Expiration Open Market Call Options 946 0.00 09/21/2007 Purchase@ Open Market Common Stock 162,400 25.02 09/21/2007 Purchase@ Open Market Common Stock 248,000 30.02 09/21/2007 Purchase@ Open Market Common Stock 42,500 35.02 @ Shares of Common Stock were not purchased at the discretion of the Reporting Person, rather were the result of exercised written put options. -----END PRIVACY-ENHANCED MESSAGE-----