1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Elliott Associates, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
2,076,381
|
|
6.
|
SHARED VOTING POWER
|
0
|
|
7.
|
SOLE DISPOSITIVE POWER
|
2,076,381
|
|
8.
|
SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,076,381
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.9%
|
|
12.
|
TYPE OF REPORTING PERSON*
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Elliott International, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,654,898
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,654,898
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,654,898
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
7.0%
|
|
12.
|
TYPE OF REPORTING PERSON*
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Elliott International Capital Advisors Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,654,898
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,654,898
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,654,898
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
7.0%
|
|
12.
|
TYPE OF REPORTING PERSON*
|
CO
|
(a)
|
Amount beneficially owned:
|
|
Elliott Associates individually beneficially owns 2,076,381 shares of Common Stock. Elliott Associates owns 1,284,053 of its 2,076,381 shares of Common Stock through Manchester Securities Corp., a wholly-owned subsidiary.
|
||
Elliott International and International Advisors together beneficially own the 1,654,898 shares of Common Stock held by Elliott International.
|
||
Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 3,731,279 shares of Common Stock.
|
||
(b)
|
Percent of class:
|
|
Elliott Associates’ ownership of 2,076,381 shares of Common Stock constitutes 8.9% of all of the outstanding shares of Common Stock.
|
||
Elliott International and International Advisors' aggregate beneficial ownership of 1,654,898 shares of Common Stock constitutes 7.0% of all of the outstanding shares of Common Stock.
|
||
Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership of 3,731,279 shares of Common Stock constitutes 15.8% of all the outstanding shares of Common Stock.
|
||
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote
|
||
Elliott Associates has sole power to vote or direct the vote of 2,076,381 shares of Common Stock.
|
|||
(ii)
|
Shared power to vote or to direct the vote
|
||
Elliott International and International Advisors together have shared power to vote or direct the vote of 1,654,898 shares of Common Stock.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
||
Elliott Associates has sole power to dispose or direct the disposition of 2,076,381 shares of Common Stock.
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of
|
||
Elliott International and International Advisors together have shared power to dispose or direct the disposition of 1,654,898 shares of Common Stock.
|