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CUSIP
No.
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29264F205
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1
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Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
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2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
WC
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
-0-
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8
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Shared
Voting Power
8,257,613
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9
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Sole
Dispositive Power
-0-
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10
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Shared
Dispositive Power
8,257,613
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person1
8,257,613
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13
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Percent
of Class Represented by Amount in Row (11)
7.0
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14
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No.
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29264F205
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|||
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1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
AF
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5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
-0-
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|
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8
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Shared
Voting Power
8,318,113
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9
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Sole
Dispositive Power
-0-
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||
|
10
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Shared
Dispositive Power
8,325,743
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||
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,325,743
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||
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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||
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13
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Percent
of Class Represented by Amount in Row (11)
7.1%
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||
|
14
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No.
|
29264F205
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|||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
David
E. Shaw
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|
2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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|
3
|
SEC
Use Only
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||
|
4
|
Source
of Funds (See Instructions)
AF
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||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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||
|
6
|
Citizenship
or Place of Organization
Delaware
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||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
|
Sole
Voting Power
-0-
|
|
|
8
|
Shared
Voting Power
8,318,113
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||
|
9
|
Sole
Dispositive Power
-0-
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||
|
10
|
Shared
Dispositive Power
8,325,743
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||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,325,743
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||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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||
|
13
|
Percent
of Class Represented by Amount in Row (11)
7.1%
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14
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Type
of Reporting Person (See Instructions)
IN
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This
Amendment No. 9 to Schedule 13D amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2007, as amended by
Amendment No. 1 to Schedule 13D filed with the SEC on October 12, 2007, by
Amendment No. 2 to Schedule 13D filed with the SEC on November 21, 2007,
by Amendment No. 3 to Schedule 13D filed with the SEC on December 21,
2007, by Amendment No. 4 to Schedule 13D filed with the SEC on February
28, 2008, by Amendment No. 5 to Schedule 13D filed with the SEC on May 2,
2008, by Amendment No. 6 to Schedule 13D files with the SEC on February
17, 2009, by Amendment No. 7 to Schedule 13D filed with the SEC on March
11, 2009, and by Amendment No. 8 to Schedule 13D filed with the SEC on
August 28, 2009 (as amended, the “Schedule
13D”). Capitalized terms used herein which are not
defined herein have the meanings given to such terms in the Schedule
13D. Except as otherwise provided herein, all Items of the
Schedule 13D remain unchanged.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 of the 13D is hereby supplemented as
follows:
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(a), (b) Based upon the Issuer’s
Form 10-Q, filed with the Securities and Exchange Commission on July 30,
2009, there were 117,179,342 Common Shares issued and
outstanding as of July 24, 2009. The 8,257,613 Common
Shares (the “Valence
Shares”) beneficially owned by Valence represent approximately
7.0% of the Common Shares issued and
outstanding.2 The 8,325,743 Common Shares beneficially owned
by DESCO LP (the “Subject Shares”) represent approximately 7.1% of the Common Shares issued and
outstanding. The Subject Shares are comprised of (i) the
Valence Shares and (ii) 68,130 Common Shares under the
management of DESIM LLC (the “DESIM Shares”).
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Valence has the power to vote or
to direct the vote of (and the power to dispose or direct the disposition
of) the Valence Shares. DESIM LLC has the power to vote or
to direct the vote of (and the power to dispose or direct the disposition
of) 60,500 of the DESIM Shares, and the
shared power to dispose or direct the disposition of (but not the power to
vote or to direct the
vote of) 7,630 of the
DESIM Shares.
Valence disclaims
beneficial ownership of the DESIM Shares; and DESIM LLC disclaims
beneficial ownership of the Valence Shares.
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DESCO LP, as managing member and
investment adviser of Valence and managing member of DESIM
LLC, may be deemed to
have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) the Valence Shares and the shared power to vote or
direct the vote of (and the power to dispose or direct the disposition of)
60,500 of the DESIM
Shares, and the shared power to dispose or direct the disposition of (but
not the power to vote or to direct the vote of)
7,630 of the DESIM
Shares. As
general partner of DESCO LP, DESCO Inc. may be deemed to have the shared
power to vote or to direct the vote of (and the shared power to dispose or
direct the disposition of) the Valence Shares and the shared power to vote or
direct the vote of (and the power to dispose or direct the disposition of)
60,500 of the DESIM
Shares, and the shared power to dispose or direct the disposition of (but
not the power to vote or to direct the vote of)
7,630 of the DESIM
Shares. Neither DESCO LP nor
DESCO Inc. owns any Common Shares directly, and each such entity disclaims
beneficial ownership of the Subject Shares.
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David
E. Shaw does not own any shares directly. By virtue of David E.
Shaw’s position as President and sole shareholder of DESCO Inc., which is
the general partner of DESCO LP, which in turn is the managing member and
investment adviser of Valence and the managing member of DESIM LLC, David
E. Shaw may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the
Valence Shares and the
shared power to vote or direct the vote of (and the power to dispose or
direct the
disposition of) 60,500 of the DESIM Shares, and the
shared power to dispose or direct the disposition of (but not the power to
vote or to direct the
vote of) 7,630 of the
DESIM Shares. David E. Shaw disclaims
beneficial ownership of the
Subject Shares.
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As of the date hereof, neither any
Reporting Person nor, to the best knowledge of any Reporting Person, any
of the persons set forth in Item 2 owns any Common Shares other than those
set forth in this Item 5.
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(c)
The trading dates, number of Common Shares purchased or sold, and the
price per share for all transactions by the Reporting Persons in the
Common Shares from August 28, 2009 through October 14, 2009, which were
all brokered transactions, are set forth
below:
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Name
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Date
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Price per
Share3
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Number of Shares
Purchased/(Sold)
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Valence
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8/28/2009
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22.654
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(60,000)
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Valence
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8/31/2009
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22.575
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(73,069)
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Valence
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9/1/2009
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22.356
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(84,900)
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Valence
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9/2/2009
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21.877
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(125,938)
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Valence
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9/8/2009
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22.588
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(79,500)
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DESIM
LLC
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9/9/2009
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22.759
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400
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Valence
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9/9/2009
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22.7610
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(71,078)
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DESIM
LLC
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9/10/2009
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22.77
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300
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Valence
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9/10/2009
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22.8611
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(50,102)
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Valence
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9/10/2009
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22.71
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303
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Valence
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9/11/2009
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22.9412
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(45,000)
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Valence
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9/11/2009
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22.9413
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9,300
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Valence
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9/14/2009
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23.0414
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(32,700)
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Valence
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9/14/2009
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23.0315
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6,111
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DESIM
LLC
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9/15/2009
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23.1116
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11,720
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Valence
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9/15/2009
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23.0617
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(50,700)
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Valence
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9/15/2009
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23.0918
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13,500
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DESIM
LLC
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9/16/2009
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22.9919
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9,720
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Valence
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9/16/2009
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22.9920
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(50,062)
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Valence
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9/16/2009
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22.9921
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11,700
|
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DESIM
LLC
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9/17/2009
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22.8722
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10,100
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Valence
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9/17/2009
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22.8223
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(21,073)
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Valence
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9/17/2009
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22.7924
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19,826
|
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DESIM
LLC
|
9/18/2009
|
22.6725
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8,476
|
|
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Valence
|
9/18/2009
|
22.6626
|
(15,500)
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|
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Valence
|
9/18/2009
|
22.5527
|
26,400
|
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DESIM
LLC
|
9/21/2009
|
22.5128
|
5,300
|
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Valence
|
9/21/2009
|
22.5429
|
(41,995)
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|
|
Valence
|
9/21/2009
|
22.5130
|
11,162
|
|
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DESIM
LLC
|
9/22/2009
|
22.4131
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9,796
|
|
|
Valence
|
9/22/2009
|
22.4532
|
(73,261)
|
|
|
Valence
|
9/22/2009
|
22.4233
|
8,014
|
|
|
DESIM
LLC
|
9/23/2009
|
22.4934
|
11,330
|
|
|
Valence
|
9/23/2009
|
22.5335
|
(52,545)
|
|
|
Valence
|
9/23/2009
|
22.4036
|
1,700
|
|
|
DESIM
LLC
|
9/24/2009
|
22.3437
|
200
|
|
|
Valence
|
9/24/2009
|
22.5538
|
(57,998)
|
|
|
Valence
|
9/24/2009
|
22.4339
|
5,200
|
|
Valence
|
9/25/2009
|
22.1640
|
(16,047)
|
|
|
Valence
|
9/25/2009
|
22.3641
|
14,783
|
|
|
DESIM
LLC
|
9/28/2009
|
22.72
|
(100)
|
|
|
DESIM
LLC
|
9/28/2009
|
22.7542
|
1,000
|
|
|
Valence
|
9/28/2009
|
22.6543
|
(700)
|
|
|
Valence
|
9/28/2009
|
22.7744
|
10,633
|
|
|
Valence
|
9/29/2009
|
22.8045
|
(34,100)
|
|
|
Valence
|
9/29/2009
|
22.7746
|
11,500
|
|
|
DESIM
LLC
|
9/30/2009
|
22.3147
|
(500)
|
|
|
DESIM
LLC
|
9/30/2009
|
22.4248
|
300
|
|
|
Valence
|
9/30/2009
|
22.6049
|
(20,900)
|
|
|
Valence
|
9/30/2009
|
22.5450
|
2,100
|
|
|
DESIM
LLC
|
10/1/2009
|
22.2251
|
300
|
|
|
Valence
|
10/1/2009
|
22.2152
|
(25,400)
|
|
|
Valence
|
10/1/2009
|
22.4053
|
2,128
|
|
|
DESIM
LLC
|
10/2/2009
|
22.2354
|
900
|
|
|
Valence
|
10/2/2009
|
22.4255
|
(16,747)
|
|
|
Valence
|
10/2/2009
|
22.2156
|
18,144
|
|
|
DESIM
LLC
|
10/5/2009
|
23.5657
|
(200)
|
|
|
Valence
|
10/5/2009
|
23.5058
|
(203,100)
|
|
|
Valence
|
10/5/2009
|
23.4459
|
35,871
|
|
|
DESIM
LLC
|
10/6/2009
|
23.5160
|
(200)
|
|
|
Valence
|
10/6/2009
|
23.5561
|
(15,078)
|
|
|
Valence
|
10/6/2009
|
23.7162
|
18,149
|
|
|
Valence
|
10/7/2009
|
23.5063
|
(55,000)
|
|
|
Valence
|
10/7/2009
|
23.5064
|
3,000
|
|
|
DESIM
LLC
|
10/8/2009
|
23.78
|
(100)
|
|
|
Valence
|
10/8/2009
|
23.9265
|
(56,400)
|
|
|
Valence
|
10/8/2009
|
23.9066
|
12,700
|
|
|
DESIM
LLC
|
10/9/2009
|
23.79
|
(100)
|
|
|
Valence
|
10/9/2009
|
23.7867
|
(9,800)
|
|
|
Valence
|
10/9/2009
|
23.7968
|
800
|
|
|
Valence
|
10/12/2009
|
23.9969
|
(85,000)
|
|
|
Valence
|
10/12/2009
|
23.9470
|
2,600
|
|
|
Valence
|
10/13/2009
|
23.7871
|
(60,000)
|
|
|
Valence
|
10/13/2009
|
23.8272
|
500
|
|
|
Valence
|
10/14/2009
|
23.8573
|
(50,000)
|
|
(d)
Other than with respect to Common Shares which Valence has the right to
acquire through call options, no person other than the Reporting Persons
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares set forth
above.
|
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
Item
6 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
|
|
|
Valence
maintains an open short position of 1,200 Common Shares.
Except
for the matters described herein, neither the Reporting Persons nor, to
the best knowledge of any Reporting Person, any of the persons listed in
Item 2 has any contract, arrangement, understanding or relationship with
any person with respect to any securities of the Issuer as of October 14,
2009.
|
|
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
Exhibit
1
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co.,
Inc., in favor of the signatories hereto, among others, dated October 24,
2007.
|
|
D.
E. SHAW VALENCE PORTFOLIOS, L.L.C.
|
||
|
By:
|
/s/
Rochelle Elias
|
|
|
Rochelle
Elias
|
||
|
Authorized
Signatory
|
||
|
D.
E. SHAW & CO., L.P.
|
||
|
By:
|
/s/
Rochelle Elias
|
|
|
Rochelle
Elias
|
||
|
Chief
Compliance Officer
|
||
|
DAVID
E. SHAW
|
||
|
By:
|
/s/
Rochelle Elias
|
|
|
Rochelle
Elias
|
||
|
Attorney-in-Fact
for David E. Shaw
|
||