0001104659-06-009569.txt : 20060214 0001104659-06-009569.hdr.sgml : 20060214 20060214164924 ACCESSION NUMBER: 0001104659-06-009569 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUI LAP SHUN CENTRAL INDEX KEY: 0001162053 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7143795599 MAIL ADDRESS: STREET 1: 7373 HUNT AVE STREET 2: KDS USA CITY: GARDEN GROVE STATE: CA ZIP: 92841 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY INC CENTRAL INDEX KEY: 0000895812 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 421249184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43617 FILM NUMBER: 06616385 BUSINESS ADDRESS: STREET 1: 7565 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494717000 MAIL ADDRESS: STREET 1: 7565 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY 2000 INC DATE OF NAME CHANGE: 19931022 SC 13D/A 1 a06-4979_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Gateway, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

367626108

(CUSIP Number)

Lap Shun Hui
c/o Joui Corporation
5 Hutton Center Drive, Suite 830
Santa Ana, CA 92701

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 1, 2005

(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 §§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 §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).

CUSIP No. 367626108

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LAP SHUN HUI

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 30,464,300

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 30,464,300

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,464,300

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.16%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Amendment No. 1 (this “Amendment”) supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of Lap Shun Hui (“Mr. Hui”) filed with the Securities and Exchange Commission on March 12, 2004. This Amendment relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Gateway, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7565 Irvine Center Drive, Irvine, California 92618.

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration

Item 4 is hereby supplemented to add the following:
Item 4.	Purpose of Transaction
On January 3, 2006, Mr. Hui and the Issuer entered into the First Amendment to Indemnification Agreement (“First Amendment to Indemnification Agreement”), pursuant to which Mr. Hui and the Issuer amended the Indemnification Agreement to, among other things: (i) the extension of the period during which the Issuer may seek indemnification from Mr. Hui for certain litigation matters to the earlier of December 23, 2008 and the resolution of such litigation matters and (ii) subject to the terms of the Indemnification Agreement as amended by the First Amendment to Indemnification Agreement, the indemnification of the Issuer by Mr. Hui for half of the reasonable attorneys’ fees, expert fees and other costs expended in defense of such litigation matters.
On January 3, 2006, Mr. Hui and the Issuer entered into the First Amendment to Indemnification Escrow Agreement, pursuant to which Mr. Hui and the Issuer amended the Indemnification Escrow Agreement, dated as of March 11, 2004 (the “Escrow Agent”), among the Issuer, Mr. Hui and UMB Bank, N.A. to, among other things, reflect the modifications to the Indemnification Agreement made pursuant to the First Amendment to Indemnification Agreement.
Common Stock owned by Mr. Hui has been disposed of in certain open market transactions. The remaining securities beneficially owned by Mr. Hui are being held for investment purposes. At any time, Mr. Hui may determine to dispose of some or all of the Common Stock he holds, subject to applicable law. Mr. Hui may also make purchases of Common Stock from time to time, subject to applicable law. Any decision to make such additional dispositions or purchases will depend, however, on various factors, including, without limitation, the price of the Common Stock, stock market conditions, alternative investment opportunities and the business prospects of the Issuer. Other than as set forth above, Mr. Hui currently has no plans or proposals which relate to or would result in any of the matters specified in Item 4 of Form 13D.

Item 5 is hereby amended and restated in its entirety as follows:
Item 5.	Interest in Securities of the Issuer
(a)-(b)
The aggregate number of shares of Common Stock deemed to be beneficially owned by Mr. Hui for the purposes of this Statement is 30,464,300, representing 8.16% of the outstanding shares of Common Stock of the Issuer as of February 13, 2006. Subject to the terms of the Indemnification Agreement (as amended) and the Escrow Agreement (as amended), Mr. Hui has sole voting and dispositive power as to all of such shares.
Pursuant to a shelf registration statement filed by the Issuer, Mr. Hui has made the following dispositions of the Common Stock:
On April 4, 2005, Mr. Hui sold 163,600 shares of Common Stock in an open market sale at a price of $3.91 per share. On April 5, 2005 Mr. Hui sold 150,000 shares of Common Stock shares of Common Stock in an open market sale at a price of $3.91 per share. On April 6, 2005 Mr. Hui sold 170,000 shares of Common Stock in an open market sale at a price of $3.93 per share. On April 7, 2005 Mr. Hui sold 225,000 shares of Common Stock in an open market sale at a price of $3.99 per share. On April 8, 2005 Mr. Hui sold 400,000 shares of Common Stock in an open market sale at a price of $4.03 per share. On April 11, 2005 Mr. Hui sold 225,000 shares of Common Stock in an open market sale at a price of $4.14 per share. On April 12, 2005 Mr. Hui sold 200,500 shares of Common Stock in an open market sale at a price of $4.04 per share. On July 5, 2005 Mr. Hui sold 600,000 shares of Common Stock in an open market sale at a price of $3.47 per share. On July 6, 2005 Mr. Hui sold 600,000 shares of Common Stock in an open market sale at a price of $3.44 per share. On July 7, 2005 Mr. Hui sold 505,300 shares of Common Stock in an open market sale at a price of $3.39 per share. On July 8, 2005 Mr. Hui sold 206,000 shares of Common Stock in an open market sale at a price of $3.49 per share. On August 9, 2005 Mr. Hui sold 100,000 shares of Common Stock in an open market sale at a price of $3.98 per share. On August 10, 2005 Mr. Hui sold 75,300 shares of Common Stock in an open market sale at a price of $3.97 per share. On September 1, 2005 Mr. Hui sold 100,000 shares of Common Stock in an open market sale at a price of $3.01 per share. On November 1, 2005 Mr. Hui sold 72,000 shares of Common Stock in an open market sale at a price of $2.83 per share. On November 3, 2005 Mr. Hui sold 50,000 shares of Common Stock in an open market sale at a price of $2.97 per share. On November 4, 2005 Mr. Hui sold 25,000 shares of Common Stock in an open market sale at a price of $3.05 per share. On November 8, 2005 Mr. Hui sold 100,000 shares of Common Stock in an open market sale at a price of $3.15 per share. On November 9, 2005 Mr. Hui sold 50,000 shares of Common Stock in an open market sale at a price of $3.19 per share. On November 10, 2005 Mr. Hui sold 86,000 shares of Common Stock in an open market sale at a price of $3.03 per share. On November 11, 2005 Mr. Hui sold 30,000 shares of Common Stock in an open market sale at a price of $3.09 per share. On November 21, 2005 Mr. Hui sold 25,000 shares of Common Stock in an open market sale at a price of $2.95 per share. On November 22, 2005 Mr. Hui sold 200,000 shares of Common Stock in an open market sale at a price of $2.97 per share. On November 23, 2005 Mr. Hui sold 32,000 shares of Common Stock in an open market sale at a price of $2.96 per share. On December 7, 2005

Mr. Hui sold 200,000 shares of Common Stock in an open market sale at a price of $3.00 per share. On December 8, 2005 Mr. Hui sold 200,000 shares of Common Stock in an open market sale at a price of $3.00 per share. On December 9, 2005 Mr. Hui sold 170,000 shares of Common Stock in an open market sale at a price of $3.00 per share. On December 13, 2005 Mr. Hui sold 25,000 shares of Common Stock in an open market sale at a price of $2.75 per share. On January 6, 2006 Mr. Hui sold 300,000 shares of Common Stock in an open market sale at a price of $2.71 per share. On January 11, 2006 Mr. Hui sold 60,000 shares of Common Stock in an open market sale at a price of $2.92 per share. On January 12, 2006 Mr. Hui sold 140,000 shares of Common Stock in an open market sale at a price of $2.88 per share. On January 13, 2006 Mr. Hui sold 100,000 shares of Common Stock in an open market sale at a price of $2.92 per share. On January 23, 2006 Mr. Hui sold 50,000 shares of Common Stock in an open market sale at a price of $2.80 per share. On January 24, 2006 Mr. Hui sold 150,000 shares of Common Stock in an open market sale at a price of $2.80 per share. On January 25, 2006 Mr. Hui sold 60,000 shares of Common Stock in an open market sale at a price of $2.83 per share. On January 26, 2006 Mr. Hui sold 50,000 shares of Common Stock in an open market sale at a price of $2.82 per share. On January 27, 2006 Mr. Hui sold 40,000 shares of Common Stock in an open market sale at a price of $2.79 per share.

Item 7 is hereby supplemented to add the following:
Item 7.	Material to Be Filed as Exhibits
	10.1 First Amendment to Indemnification Agreement, dated as of January 3, 2006, between the Issuer and Mr. Hui.
	10.2 First Amendment to Indemnification Escrow Agreement, dated as of January 3, 2006, among the Issuer, Mr. Hui and UMB Bank, N.A.

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.

	Dated as of this 13th day of February, 2006.
	Date
	LAP SHUN HUI
	Signature
	/s/ Lap Shun Hui
	Name/Title

EX-10.1 2 a06-4979_1ex10d1.htm MATERIAL CONTRACTS

Exhibit 10.1

FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT

This FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT (the “First Amendment”), dated February 1, 2006 and effective as of December 23, 2005, between Mr. Lap Shun (John) Hui (“Mr. Hui”) and Gateway, Inc., a Delaware corporation (“Gateway”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indemnification Agreement between Gateway and Mr. Hui, dated as of March 11, 2004 (the “Agreement”).

WHEREAS, Gateway and Mr. Hui entered into the Agreement;

WHEREAS, concurrently with the execution of the Agreement, Gateway, Mr. Hui and UMB Bank, N.A., as escrow agent (the “Escrow Agent”) entered into an Indemnification Escrow Agreement (the “Indemnification Escrow Agreement”) dated as of March 11, 2004;

WHEREAS, Gateway and Mr. Hui now desire to amend the Agreement as follows.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto, intending to be legally bound, agree to amend the Agreement as follows:

1. The following is deleted from Section 1(a)(iii): “provided, however, that the fees and expenses of counsel (including without limitation, the fees and expenses of experts and others retained to provide services in connection with such proceeding) and the out-of-pocket expenses incurred (collectively, “Defense Costs”) in defending such litigation shall not be included as Losses pursuant to this clause (iii);”

2. The phrase beginning with “provided, however,” in Section 1(a)(iv) is amended to read as follows: “provided, however, that the fees and expenses of counsel (including without limitation, the fees and expenses of experts and others retained to provide services in connection with such proceeding) and the out-of-pocket expenses incurred (collectively, “Defense Costs”) in defending such litigation shall not be included as Losses pursuant to this clause (iv); and”

3. Section 10(b) of the Agreement is hereby amended to read in its entirety as follows: “Upon the earlier of (i) December 23, 2008 or (ii) the resolution of all of the litigation matters referred to in Section 1(a)(iii) by written agreement or final nonappealable judgment by a court of competent jurisdiction and all claims for indemnification with respect thereto have been paid (including, but not limited to, claims for payment of any attorneys’ fees and costs payable to the plaintiffs’ counsel, any award to any certified class, and any settlement administration costs), Mr Hui shall be entitled to receive from the escrow all shares of Gateway Common Stock in excess of the number of shares having a Fair Market Value equal to any claims validly made under Section 2 of

this Agreement that are pending at such time; provided, however, that as each such pending claim is paid, Mr. Hui shall be entitled to receive from the escrow all shares of Gateway Common Stock in excess of the number of shares having a Fair Market Value in excess of all remaining claims validly made under Section 2 of this Agreement.”

4. Section 10(c) of the Agreement is hereby amended to read in its entirety as follows: “On and following March 11, 2006, the Indemnified Parties (i) may no longer assert claims for indemnification under Sections 1(a)(iv) and 1(a)(v) and (ii) shall no longer be entitled to seek recourse to the shares of Gateway Common Stock deposited in escrow pursuant to the Indemnification Escrow Agreement for any claim for indemnification under Section 1(a)(iv) or 1(a)(v) .”

5. Section 10(d) of the Agreement is hereby amended in its entirety to read as follows: “The parties agree that half of the reasonable attorneys’ fees, expert fees and other costs expended following the date hereof by the Indemnified Parties in defense of the litigation referred to in Section 1(a)(iii) (the “Attorneys’ Fees and Costs”) shall constitute Losses for purposes of this Agreement which, subject to Section 4, will also constitute Claim Amounts. Notwithstanding the foregoing, the Indemnified Parties’ sole recourse with respect to the payment of Attorneys’ Fees and Costs will be to the shares of Gateway Common Stock deposited in escrow pursuant to the Indemnification Escrow Agreement. Any claim for Attorneys’ Fees and Costs that constitutes a Loss and, subject to Section 4, a Claim Amount as defined in Section 8 of the Agreement allowing an Indemnified Party to send a Gateway Payment Request to Mr. Hui and to the Escrow Agent. The Indemnified Party may submit a Gateway Payment Request for Attorneys’ Fees and Costs no more frequently than monthly.”

6. Section 11 is hereby amended to provide for notice to Gateway as follows:

“If to Gateway, to:

Gateway, Inc.

7565 Irvine Center Drive

Irvine, California 92618

Attn: Michael R. Tyler, General Counsel

Facsimile No.: (949) 471-7020

With a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Attn: Brian J. McCarthy, Esq.

Facsimile No.: (213) 687-5600”

7. Except as otherwise amended herein, the Indemnification Agreement shall remain in full force and effect. If there is any conflict between this Amendment and the Agreement, this Amendment shall prevail.

8. Mr. Hui hereby warrants and represents to Gateway that:

a. this Amendment has been duly authorized, executed and delivered by Mr. Hui and constitutes the legal, valid and binding agreement of Mr. Hui, enforceable, assuming due execution and delivery by other parties hereto, against Mr. Hui in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors’ rights and remedies generally an by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law);

b. the execution, delivery and performance of this Amendment do not, and the consummation of the transactions contemplated by this Amendment will not, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of or entitle any party to accelerate any obligation under or pursuant to, any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Mr. Hui is bound that could reasonably be expected to have a material adverse affect on the ability of Mr. Hui to consummate the transactions contemplated by this Amendment or perform its obligations hereunder; and

c. Mr. Hui has had an opportunity to review this Amendment with legal counsel of his own choosing.

9. Gateway hereby warrants and represents to Mr. Hui that:

a. this Amendment has been duly authorized, executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable, assuming due execution and delivery by other parties hereto, against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors’ rights and remedies generally an by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and

b. the execution, delivery and performance of this Amendment do not, and the consummation of the transactions contemplated by this Amendment will not, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of or entitle any party to accelerate any obligation under or pursuant to, any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Gateway is bound that could reasonably be expected to have a material adverse affect on the ability of Gateway to consummate the transactions contemplated by this Amendment or perform its obligations hereunder.

10. This Amendment may be executed by the parties in multiple counterparts, each of which shall be deemed an original and all of which together constitute on and the same instrument.

GATEWAY, INC.


By:	/s/ John P. Goldberry
	Name:	John P. Goldsberry
	Title:	Senior Vice President, Chief
		Financial Officer


/s/ Lap Shun Hui
LAP SHUN (JOHN) HUI

[Signature Page to First Amendment to Indemnification Agreement]

EX-10.2 3 a06-4979_1ex10d2.htm MATERIAL CONTRACTS

Exhibit 10.2

FIRST AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT

This AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT (the “Amendment”), dated February 1, 2006 and effective as of December 23, 2005, is entered into by and among Mr. Lap Shun (John) Hui, an individual resident of the State of California (“Mr. Hui”), Gateway, Inc., a Delaware corporation (“Gateway”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). Initially capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Indemnification Agreement, by and between Gateway and Mr. Hui (the “Indemnification Agreement”) dated as of March 11, 2004.

WHEREAS, Gateway and Mr. Hui entered into the Indemnification Agreement;

WHEREAS, concurrently with the execution of the Indemnification Agreement, Gateway, Mr. Hui and UMB Bank, N.A., as escrow agent (the “Escrow Agent”) entered into an Indemnification Escrow Agreement (the “Indemnification Escrow Agreement”) dated as of March 11, 2004; and

WHEREAS, Gateway and Mr. Hui now desire to amend the Indemnification Escrow Agreement as follows.

1. Section 1.1 of the Indemnification Escrow Agreement is amended to read in its entirety as follows: “Consent to Escrow. Each of Gateway and Mr. Hui has hereby agreed that: (i) all the Initial Escrow Shares shall be withheld from Mr. Hui and held in escrow from the date hereof through the Termination Date (as defined below), and (ii) any Reallocation Shares (together with the Initial Escrow Shares, the “Escrow Shares”) shall be held in escrow from the date they are issued through the Termination Date. The Escrow Shares shall be held in escrow until the date that Mr. Hui is entitled to receive all Escrow Shares in accordance with the provisions of Section 10 of the Indemnification Agreement (the “Termination Date”).”

2. Section 2.2(d) of the Indemnification Escrow Agreement is amended to read in its entirety as follows: “Disbursement on Termination Date. On or after the Termination Date, Mr. Hui may deliver to Escrow Agent notice that the Termination Date has been reached (the “Final Termination Notice”). Subject to the provisions of Article 3, on the tenth (10^th) business day after receipt of Mr. Hui’s Final Termination Notice (together with a certification by Mr. Hui that the Final Termination Notice was delivered to Gateway concurrently with the delivery to the Escrow Agent), the Escrow Agent will deliver the remaining portion of the Escrow Account, or the undisputed

portion thereof (if any) in the event that any portion of the Escrow Account is subject to a Payment Dispute (as defined below) at such time, to Mr. Hui.”

3. Section 5.2 is hereby amended to provide for notice to Gateway and Escrow Agent as follows:

“If to Gateway, to:

Gateway, Inc.

7565 Irvine Center Drive

Irvine, California 92618

Attn: Michael R. Tyler, General Counsel

Facsimile No.: (949) 471-7020

If to the Escrow Agent, to:

UMB Bank, N.A.

Attn: Jason McConnell, Corporate Trust

2401 Grand Boulevard, Suite 200

Kansas City, MO 64108

Facsimile No.: (816) 860-3029”

4. Each of Gateway and Mr. Hui hereby represents and warrants (a) this Amendment has been duly authorized, executed and delivered on its or his behalf and constitutes its or his legal, valid and binding obligation and (b) that the execution, delivery and performance of this Amendment by each of Gateway and Mr. Hui does not and will not violate any applicable law or regulation. For the purpose of compliance with requirements of the USA Patriot Act, Mr. Hui, as an individual signatory, certifies that his date of birth is December 30, 1955.

5. This Amendment may be executed by the parties in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to Indemnification Escrow Agreement on the day and year first above written.

GATEWAY, INC.


By:			/s/ John P. Goldsberry
			Name:		John P. Goldsberry
			Title:		Senior Vice President, Chief
					Financial Officer


/a/ Lap Shun Hui
LAP SHUN (JOHN) HUI


ESCROW AGENT


By:	/s/ Mark B. Flannagan
		Name:		Mark B. Flannagan
		Title:		Vice President

[Signature Page to First Amendment to Indemnification Escrow Agreement]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*