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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Convertible Debentures due 2019 | $ 1.034 | 08/19/2009 | A | 1,029,670,000 | 08/25/2009 | 08/25/2019 | Common Stock | 995,812,380 | (5) | 1,029,670,000 | D (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CITADEL L P C/O CITADEL INVESTMENT GROUP L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603 |
X | X | ||
| CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603 |
X | X | ||
| CITADEL EQUITY FUND LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603 |
X | X | ||
| WINGATE CAPITAL LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603 |
X | X | ||
| GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603 |
X | X | ||
| /s/ John C. Nagel, Authorized Signatory | 08/21/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This security is owned by Citadel Derivatives Trading Ltd. |
| (2) | This security is owned by Citadel Securities LLC. |
| (3) | This security is owned by Wingate Capital Ltd. |
| (4) | This security is owned by Citadel Equity Fund Ltd. ("CEF"). |
| (5) | On August 19, 2009, at a special stockholder meeting, the stockholders of the Issuer approved, among other things, (1) an amendment to the Issuer's Certificate of Incorporation increasing the authorized shares of its Common Stock to four billion, and (2) the issuance of the consideration offered to holders of notes in the Debt Exchange. Stockholder approval of these proposals was the remaining condition for the completion of a debt exchange whereby the Issuer tendered for certain non-convertible notes issued by it (the "Debt Exchange"). The Debt Exchange is expected to close on August 25, 2009, at which time approximately $800 million face amount of the non-convertible 12.5% springing lien notes due 2017 and approximately $230 million face amount of the non-convertible 8% senior notes due owned by CEF and previously tendered will be exchanged for a like face amount of Class A Debentures. |
| Remarks: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. Mr. Griffin serves as a director of the Issuer deputized by the Reporting Persons. A Form 4 is limited to a maximum of ten reporting persons. As a result, this Form 4 is one of two filed today reporting on the same securities by the following eleven joint filers: Citadel Limited Partnership, Citadel Investment Group, L.L.C., Citadel Equity Fund Ltd., Wingate Capital Ltd., Kenneth C. Griffin, Citadel Advisors LLC, Citadel Holdings I LP, Citadel Holdings II LP, Citadel Securities LLC (f/k/a Citadel Derivatives Group LLC), Citadel Derivatives Trading Ltd. and Citadel Investment Group II, L.L.C. | |