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OMB APPROVAL
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
Hours per response . . . . 14.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
)
*
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Moldflow Corporation
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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608507109
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(Cusip Number)
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Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
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(Name, Address, and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
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February 28, 2008
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(Date of Event which Requires Filing of this
Statement)
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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 Sections 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
Section 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).
(Continued on following pages)
Page
1 of 51 Pages
Exhibit Index Found on Page 49
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Asset Management, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, PN
|
|
|
|
|
|
Page 2 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday G.P. (U.S.), L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
|
Page 3 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Capital, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
|
Page 4 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
David I. Cohen
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 5 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Saurabh K. Mittal
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 6 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Capital Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
11,700
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
11,700
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,700
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.1%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
|
Page 7 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
54,700
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
54,700
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
54,700
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 8 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners,
L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
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
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
66,900
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
66,900
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
66,900
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.6%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 9 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners II,
L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
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
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,700
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,700
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,700
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 10 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners III,
L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
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
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
5,300
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
5,300
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,300
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 11 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,000
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 12 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Offshore Investors II,
L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
123,300
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
123,300
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
123,300
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.0%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
|
Page 13 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Management, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
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)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
370,047
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
370,047
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
370,047
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.1%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, OO
|
|
|
|
|
|
Page 14 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
267,600
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
267,600
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
267,600
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.2%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
|
Page 15 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Duhamel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 16 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Richard B. Fried
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 17 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Monica R. Landry
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 18 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Douglas M. MacMahon
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 19 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Mellin
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 20 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Stephen L. Millham
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 21 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Jason E. Moment
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 22 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Ashish H. Pant
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 23 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Rajiv A. Patel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 24 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Derek C. Schrier
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 25 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Andrew J. M. Spokes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 26 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Thomas F. Steyer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 27 of 51 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Mark C. Wehrly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
** The reporting persons making this filing hold an
aggregate of 637,647 Shares, which is 5.3% of the class of securities.
The reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
637,647
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
637,647
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
637,647
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
|
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
|
Page 28 of 51 Pages
Item
1
.
Security And
Issuer
This statement relates to shares of Common Stock, par value $0.01 per
share (the “Shares”), of Moldflow Corporation (the “Company”).
The Company’s principal offices are located at 492 Old Connecticut Path, Suite
401, Framingham, Massachusetts 01701.
Item 2
.
Identity
And Background
(a)
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
|
|
The Noonday Sub-adviser Entities
|
|
|
(i)
|
Noonday G.P. (U.S.), L.L.C., a Delaware limited
liability company which is a sub-investment adviser1 to each of the
Funds and the Managed Accounts (the “First Noonday
Sub-adviser”), with respect to all of the Shares held by the
Funds and the Managed Accounts;
|
|
|
(ii)
|
Noonday Asset Management, L.P., a Delaware limited
partnership which is a sub-investment adviser
1
to each of
the Funds and the Managed Accounts (the “Second Noonday
Sub-adviser”), with respect to all of the Shares held by the
Funds and the Managed Accounts; and
|
|
|
(iii)
|
Noonday Capital, L.L.C., a Delaware limited liability
company which is the general partner of the Second Noonday Sub-adviser
(the “Noonday General Partner”), with respect to all of the
Shares held by the Funds and the Managed Accounts.
|
The First Noonday Sub-adviser, the Second Noonday Sub-adviser and the
Noonday General Partner are together referred to herein as the “Noonday
Sub-adviser Entities.”
The Noonday Managing Members
|
|
(iv)
|
David I. Cohen (“Cohen”), Saurabh K. Mittal
(“Mittal”) and Andrew J. M. Spokes (“Spokes”),
the managing members of both the First Noonday Sub-adviser and the
Noonday General Partner, with respect to all of the Shares held by the
Funds and the Managed Accounts.
|
Cohen, Mittal and Spokes (in his capacity as managing member of both the
First Noonday Sub-advisor and the Noonday General Partner) are referred to herein as
the “Noonday Individual Reporting Persons.”
_________________________
1
The First Noonday Sub-adviser and the Second Noonday
Sub-adviser entered into certain subadvisory arrangements with the Management Company
and the Farallon General Partner effective as of January 1, 2005, pursuant to which the
First Noonday Sub-adviser and the Second Noonday Sub-adviser were granted investment
discretion over all of the assets of the Noonday Fund and certain of the assets of the
Farallon Funds and the Managed Accounts.
Page 29 of 51 Pages
The Noonday Fund
|
|
(v)
|
Noonday Capital Partners, L.L.C., a Delaware limited
liability company (the “Noonday Fund”), with respect to the
Shares held by it.
|
The Farallon Funds
|
|
(vi)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by
it;
|
|
|
(vii)
|
Farallon Capital Institutional Partners, L.P., a
California limited partnership (“FCIP”), with respect to
the Shares held by it;
|
|
|
(viii)
|
Farallon Capital Institutional Partners II, L.P., a
California limited partnership (“FCIP II”), with respect to
the Shares held by it;
|
|
|
(ix)
|
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership (“FCIP III”), with respect to
the Shares held by it;
|
|
|
(x)
|
Tinicum Partners, L.P., a New York limited partnership
(“Tinicum”), with respect to the Shares held by it;
and
|
|
|
(xi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman
Islands exempted limited partnership (“FCOI II”), with
respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred
to herein as the “Farallon Funds.” The Noonday Fund and the Farallon Funds
are together referred to herein as the “Funds.”
|
|
(xii)
|
Farallon Capital Management, L.L.C., a Delaware limited
liability company (the “Management Company”), with respect
to the Shares held by certain accounts managed by the Management
Company (the “Managed Accounts”).
|
The Farallon General Partner
|
|
(xiii)
|
Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the Farallon Funds and
the managing member of the Noonday Fund (the “Farallon General
Partner”), with respect to the Shares held by each of the
Funds.
|
The Farallon Managing Members
|
|
(xiv)
|
The following persons who are managing members of both
the Farallon General Partner and the Management Company, with respect
to the Shares held by the Funds and the Managed Accounts: William F.
Duhamel (“Duhamel”), Richard B. Fried
(“Fried”), Monica R. Landry (“Landry”), Douglas
M. MacMahon (“MacMahon”), William F. Mellin
(“Mellin”),
|
Page 30 of 51 Pages
Stephen L. Millham (“Millham”), Jason E. Moment
(“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel
(“Patel”), Derek C. Schrier (“Schrier”), Andrew J. M. Spokes
(“Spokes”), Thomas F. Steyer (“Steyer”) and Mark C. Wehrly
(“Wehrly”).
Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Patel, Pant,
Schrier, Spokes (in his capacity as managing member of the Farallon General Partner and
the Management Company), Steyer and Wehrly are together referred to herein as the
“Farallon Individual Reporting Persons.” The Noonday Individual Reporting
Persons and the Farallon Individual Reporting Persons are together referred to herein
as the “Individual Reporting Persons.”
(b)
The address of the principal business office of (i) the Funds, the
Management Company and the Farallon General Partner is One Maritime Plaza, Suite 2100,
San Francisco, California 94111, (ii) the Noonday Sub-adviser Entities is 227 West
Trade Street, Suite 2140, Charlotte, North Carolina 28202 and (iii) each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(c)
The principal business of each of the Funds is that of a private
investment fund engaging in the purchase and sale of investments for its own account.
The principal business of the First Noonday Sub-adviser and the Second Noonday
Sub-adviser, a registered investment adviser, is to act as a sub-investment adviser to
the Funds and the Managed Accounts. The principal business of the Noonday General
Partner is to act as the general partner of the Second Noonday Sub-adviser. The
principal business of the Management Company is that of a registered investment
adviser. The principal business of the Farallon General Partner is to act as the
general partner of the Farallon Funds and the managing member of the Noonday Fund. The
principal business of each of the Individual Reporting Persons is set forth in Annex 1
hereto.
(d)
None of the Funds, the Noonday Sub-adviser Entities, the Management
Company, the Farallon General Partner or the Individual Reporting Persons has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
None of the Funds, the Noonday Sub-adviser Entities, the Management
Company, the Farallon General Partner or the Individual Reporting Persons has, during
the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f)
The citizenship of each of the Funds, the Noonday Sub-adviser Entities,
the Management Company and the Farallon General Partner is set forth above. Each of the
Individual Reporting Persons other than Mittal, Pant and Spokes is a citizen of the
United States. Mittal and Pant are citizens of India. Spokes is a citizen of the United
Kingdom. The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 3
.
Source And
Amount Of Funds And Other Consideration
Page 31 of 51 Pages
The net investment cost (including commissions) for the Shares held by
each of the Funds and the Managed Accounts is set forth below:
|
Entity
|
Shares Held
|
Approximate Net
Investment Cost
|
|
Noonday Fund
|
11,700
|
$187,055
|
|
FCP
|
54,700
|
$877,929
|
|
FCIP
|
66,900
|
$1,069,912
|
|
FCIP II
|
2,700
|
$42,757
|
|
FCIP III
|
5,300
|
$84,885
|
|
Tinicum
|
3,000
|
$47,679
|
|
FCOI II
|
123,300
|
$1,964,804
|
|
Managed Accounts
|
370,047
|
$5,892,683
|
The consideration for such acquisitions was obtained as follows: (i)
with respect to the Noonday Fund, FCP, Tinicum and FCOI II, from working capital and/or
from borrowings pursuant to margin accounts maintained in the ordinary course of
business by the Noonday Fund, FCP, Tinicum and FCOI II at Goldman, Sachs & Co.;
(ii) with respect to FCIP, FCIP II and FCIP III, from working capital; and (iii) with
respect to the Managed Accounts, from the working capital of the Managed Accounts
and/or from borrowings pursuant to margin accounts maintained in the ordinary course of
business by some of the Managed Accounts at Goldman, Sachs & Co. The Noonday Fund,
FCP, Tinicum, FCOI II and some of the Managed Accounts hold certain securities in their
respective margin accounts at Goldman, Sachs & Co., and the accounts may from time
to time have debit balances. It is not possible to determine the amount of borrowings,
if any, used to acquire the Shares.
Item 4
.
Purpose Of
The Transaction
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by each of the Funds and the Managed Accounts were made in
the ordinary course of business and were not made for the purpose of acquiring control
of the Company.
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Shares, consistent with its investment purpose, each Reporting
Person at any time and from time to time may acquire additional Shares or dispose of
any or all of its Shares depending upon an ongoing evaluation of the investment in the
Shares, prevailing market conditions, other investment opportunities, liquidity
requirements of the Reporting Person and/or other investment considerations. No
Reporting Person has made a determination regarding a maximum or minimum number of
Shares which it may hold at any point in time.
Also, consistent with their investment intent, the Reporting Persons may
engage in communications with, without limitation, one or more shareholders of the
Company, one or more officers of the Company
and/or
one or more members of the board of directors of the Company regarding
the Company, including but not limited to its operations.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of
the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and
from time to time, review or reconsider their position and/or change their purpose
and/or formulate plans or proposals with respect thereto.
Page 32 of 51 Pages
Item 5
.
Interest
In Securities Of The Issuer
|
|
(a)
|
The Noonday Sub-adviser Entities
|
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Noonday Sub-adviser Entity is incorporated
herein by reference for each such Noonday Sub-adviser
Entity.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser, and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Funds as
reported herein. Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Management Company has the power to direct
the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Managed Accounts
as reported herein. The Noonday General Partner is the general partner
of the Second Noonday Sub-adviser. The Noonday Individual Reporting
Persons are managing members of both the First Noonday Sub-adviser and
the Noonday General Partner. The Farallon Individual Reporting Persons
are managing members of both the Farallon General Partner and the
Management Company.
|
|
|
(b)
|
The Noonday Individual Reporting
Persons
|
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Noonday Individual Reporting Person is
incorporated herein by reference for each such Noonday Individual
Reporting Person.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Funds. Each of
the First Noonday Sub-adviser, the Second Noonday Sub-adviser and the
Management Company has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of
the Shares held by the Managed Accounts. The Noonday General Partner is
the general partner of the Second Noonday Sub-adviser. The Noonday
Individual Reporting Persons are managing members of both the First
Noonday Sub-adviser and the Noonday General Partner. The Farallon
Individual Reporting Persons are managing members of both the Farallon
General Partner and the Management Company.
|
Page 33 of 51 Pages
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Fund is incorporated herein by reference for
each such Fund. The percentage amount set forth in Row 13 for all cover
pages filed herewith is calculated based upon the 12,071,276 Shares
outstanding as of February 5, 2007 as reported by the Company in its
Quarterly Report on Form 10-Q for the period ended December 31, 2007
filed with the Securities and Exchange Commission on February 7,
2008.
|
|
|
(c)
|
The trade dates, number of Shares purchased or sold and
the price per Share (including commissions) for all purchases and sales
of the Shares by the Funds in the past 60 days are set forth on
Schedules A-G hereto and are incorporated herein by reference. All of
such transactions were open-market transactions.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Funds as
reported herein. The Noonday General Partner is the general partner of
the Second Noonday Sub-adviser. The Noonday Individual Reporting
Persons are managing members of both the First Noonday Sub-adviser and
the Noonday General Partner. The Farallon Individual Reporting Persons
are managing members of the Farallon General Partner.
|
|
|
(d)
|
The Management Company
|
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for the Management Company is incorporated herein by
reference.
|
|
|
(c)
|
The trade dates, number of Shares purchased or sold and
the price per Share (including commissions) for all purchases and sales
of the Shares by the Management Company on behalf of the Managed
Accounts in the past 60 days are set forth on Schedule H hereto and are
incorporated herein by reference. All of such transactions were
open-market transactions.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Management Company has the power to direct
the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Managed Accounts
as reported herein. The Noonday General Partner is the general partner
of the Second Noonday Sub-adviser. The Noonday Individual Reporting
Persons are managing members of both the First Noonday Sub-adviser and
the Noonday General
|
Page 34 of 51 Pages
Partner. The Farallon Individual Reporting Persons are managing members
of the Management Company.
|
|
(e)
|
The Farallon General Partner
|
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for the Farallon General Partner is incorporated
herein by reference.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Funds as
reported herein. The Noonday General Partner is the general partner of
the Second Noonday Sub-adviser. The Noonday Individual Reporting
Persons are managing members of both the First Noonday Sub-adviser and
the Noonday General Partner. The Farallon Individual Reporting Persons
are managing members of the Farallon General Partner.
|
|
|
(f)
|
The Farallon Individual Reporting
Persons
|
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the
cover page hereto for each Farallon Individual Reporting Person is
incorporated herein by reference for each such Farallon Individual
Reporting Person.
|
|
|
(d)
|
Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Funds as
reported herein. Each of the First Noonday Sub-adviser, the Second
Noonday Sub-adviser and the Management Company has the power to direct
the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all of the Shares held by the Managed Accounts
as reported herein. The Noonday General Partner is the general partner
of the Second Noonday Sub-adviser. The Noonday Individual Reporting
Persons are managing members of both the First Noonday Sub-adviser and
the Noonday General Partner. The Farallon Individual Reporting Persons
are managing members of both the Farallon General Partner and the
Management Company.
|
Page 35 of 51 Pages
The Shares reported hereby for the Funds are owned directly by the Funds
and those reported by the Management Company on behalf of the Managed Accounts are
owned directly by the Managed Accounts. The First Noonday Sub-adviser and the Second
Noonday Sub-adviser, as sub-investment advisers to the Funds and the Managed Accounts,
may be deemed to be the beneficial owners of all such Shares owned by the Funds and the
Managed Accounts. The Noonday General Partner, as general partner to the Second Noonday
Sub-adviser, may be deemed to be the beneficial owner of all such Shares owned by the
Funds and the Managed Accounts. The Noonday Individual Reporting Persons, as managing
members of both the First Noonday Sub-adviser and the Noonday General Partner, may each
be deemed to be the beneficial owner of all such Shares owned by the Funds and the
Managed Accounts. The Management Company, as investment adviser to the Managed
Accounts, may be deemed to be the beneficial owner of all such Shares owned by the
Managed Accounts. The Farallon General Partner, as general partner to the Farallon
Funds and managing member of the Noonday Fund, may be deemed to be the beneficial owner
of all such Shares owned by the Funds. The Farallon Individual Reporting Persons, as
managing members of both the Management Company and the Farallon General Partner with
the power to exercise investment discretion, may each be deemed to be the beneficial
owner of all such Shares owned by the Funds and the Managed Accounts.
Each of the Noonday Sub-adviser Entities, the Management Company, the
Farallon General Partner and the Individual Reporting Persons hereby disclaims any
beneficial ownership of any such Shares.
Item 6
.
Contracts,
Arrangements, Understandings Or
Relationships With Respect To Securities Of The Issuer
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons or
between such persons and any other person with respect to any securities of the
Company, including but not limited to the transfer or voting of any securities of the
Company, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7
.
Materials To Be Filed As Exhibits
There is filed herewith as Exhibit 1 a written agreement relating to the filing of
joint acquisition statements as required by Section 240.13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Page 36 of 51 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 10, 2008
/s/ Monica R. Landry
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
NOONDAY CAPITAL, L.L.C.,
On its own behalf
and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each
of
David I. Cohen, William F. Duhamel, Richard B. Fried, Douglas M.
MacMahon, William F. Mellin, Stephen L. Millham, Saurubh K. Mittal, Jason E. Moment,
Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer
and Mark C. Wehrly
The Power of Attorney executed by each of Noonday G.P. (U.S.), L.L.C.,
Noonday Asset Management, L.P., Noonday Capital, L.L.C. and Cohen authorizing Landry to
sign and file this Schedule 13D on its or his behalf, which was filed with Amendment
No. 5 to the Schedule 13G
Page 37 of 51 Pages
filed with the Securities and Exchange Commission on January 10, 2005,
by such Reporting Persons with respect to the Common Stock of Catalytica Energy
Systems, Inc.,are hereby incorporated by reference. The Power of Attorney executed by
Mittal authorizing Landry to sign and file this Schedule 13D on his behalf, which was
filed with Amendment No. 6 to the Schedule 13G filed with the Securities and Exchange
Commission on October 5, 2005, by such Reporting Person with respect to the Common
Stock of Catalytica Energy Systems, Inc., is hereby incorporated by reference. The
Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham,
Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file
this Schedule 13D on his or her behalf, which was filed with the Schedule 13D filed
with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons
with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file
this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the
Securities and Exchange Commission on August 28, 2007 by such Reporting Person with
respect to the Common Stock of Global Gold Corporation, is hereby incorporated by
reference.
Page 38 of 51 Pages
ANNEX 1
Set forth below with respect to the Noonday Sub-adviser Entities, the
Management Company and the Farallon General Partner is the following information: (a)
name; (b) address; (c) principal business; (d) state of organization; and (e)
controlling persons. Set forth below with respect to each Individual Reporting Person
is the following information: (a) name; (b) business address; (c) principal occupation;
and (d) citizenship.
|
1.
|
The First Noonday Sub-adviser
|
|
|
(a)
|
Noonday G.P. (U.S.), L.L.C.
|
|
|
(b)
|
c/o Noonday Asset Management, L.P.
|
|
|
227 West Trade Street, Suite 2140
|
|
|
Charlotte, North Carolina 28202
|
|
|
(c)
|
Serves as sub-investment adviser to investment funds and
managed accounts
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managing Members: David I. Cohen, Saurabh K. Mittal and
Andrew J. M. Spokes
|
|
2.
|
The Second Noonday Sub-adviser
|
|
|
(a)
|
Noonday Asset Management, L.P.
|
|
|
(b)
|
227 West Trade Street, Suite 2140
|
|
|
Charlotte, North Carolina 28202
|
|
|
(c)
|
Serves as sub-investment adviser to investment funds and
managed accounts
|
|
|
(d)
|
Delaware limited partnership
|
|
|
(e)
|
David I. Cohen and Saurabh K. Mittal, the managing
members of its general
|
|
3.
|
The Noonday General Partner
|
|
|
(a)
|
Noonday Capital, L.L.C.
|
|
|
(b)
|
c/o Noonday Asset Management, L.P.
|
|
|
227 West Trade Street, Suite 2140
|
|
|
Charlotte, North Carolina 28202
|
|
|
(c)
|
Serves as general partner of the Second Noonday
Sub-adviser
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managing Members: David I. Cohen, Saurabh K. Mittal and
Andrew J. M. Spokes
|
|
4.
|
The Noonday Individual Reporting
Persons
|
Cohen is a citizen of the United States. Mittal is a citizen of India.
Spokes is a citizen of the United Kingdom. The business address of each of the Noonday
Individual Reporting Persons is c/o Noonday Asset Management, L.P., 227 West Trade
Street, Suite 2140, Charlotte, North Carolina 28202. The principal occupation of each
of the Noonday Individual Reporting Persons is serving as the managing member of both
the First
Page 39 of 51 Pages
Noonday Sub-adviser and the Noonday General Partner. The Noonday
Individual Reporting Persons do not have any additional information to disclose with
respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule
13D.
|
5.
|
The Management Company
|
|
|
(a)
|
Farallon Capital Management, L.L.C.
|
|
|
(b)
|
One Maritime Plaza, Suite 2100
|
San Francisco, California 94111
|
|
(c)
|
Serves as investment adviser to various managed
accounts
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managing Members: Thomas F. Steyer, Senior Managing
Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica
R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham,
Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier,
Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing
Members.
|
|
6.
|
The Farallon General Partner
|
|
|
(a)
|
Farallon Partners, L.L.C.
|
|
|
(b)
|
c/o Farallon Capital Management, L.L.C.
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111
|
|
(c)
|
Serves as general partner to investment
partnerships
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managing Members: Thomas F. Steyer, Senior Managing
Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica
R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham,
Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier,
Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing
Members.
|
|
7.
|
Managing Members of the Management Company and the
Farallon General Partner
|
Each of the managing members of the Management Company and the Farallon
General Partner other than Gregory S. Swart, Ashish H. Pant and Andrew J. M. Spokes is
a citizen of the United States. Gregory S. Swart is a citizen of New Zealand. Ashish H.
Pant is a citizen of India. Andrew J. M. Spokes is a citizen of the United Kingdom. The
business address of each of the managing members of the Management Company and the
Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime
Plaza, Suite 2100, San Francisco, California 94111. The principal occupation of Thomas
F. Steyer is serving as senior managing member of both the Management Company and the
Farallon General Partner. The principal occupation of each other managing member of the
Management Company and the Farallon General Partner is serving as a managing member of
both the Management Company and the Farallon General Partner. None of the managing
members of the Management Company and the Farallon General Partner has any additional
information to disclose with respect to Items 2-6 of the Schedule 13D that is not
already disclosed in the Schedule 13D.
Page 40 of 51 Pages
SCHEDULE A
NOONDAY CAPITAL PARTNERS, L.L.C.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/14/2008
|
100
|
15.74
|
|
2/26/2008
|
100
|
16.78
|
|
2/27/2008
|
400
|
16.97
|
|
2/28/2008
|
600
|
17.06
|
|
3/5/2008
|
300
|
16.98
|
Page 41 of 51 Pages
SCHEDULE B
FARALLON CAPITAL PARTNERS, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/14/2008
|
700
|
15.74
|
|
2/25/2008
|
200
|
16.75
|
|
2/26/2008
|
700
|
16.78
|
|
2/27/2008
|
3,500
|
16.97
|
|
2/28/2008
|
4,900
|
17.06
|
|
3/5/2008
|
2,200
|
16.98
|
Page 42 of 51 Pages
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/14/2008
|
600
|
15.74
|
|
2/25/2008
|
100
|
16.75
|
|
2/26/2008
|
600
|
16.78
|
|
2/27/2008
|
3,100
|
16.97
|
|
2/28/2008
|
4,200
|
17.06
|
|
3/5/2008
|
1,900
|
16.98
|
Page 43 of 51 Pages
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/27/2008
|
100
|
16.97
|
|
2/28/2008
|
200
|
17.06
|
|
3/5/2008
|
100
|
16.98
|
Page 44 of 51 Pages
SCHEDULE E
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/27/2008
|
200
|
16.97
|
|
2/28/2008
|
200
|
17.06
|
|
3/5/2008
|
100
|
16.98
|
Page 45 of 51 Pages
SCHEDULE F
TINICUM PARTNERS, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/27/2008
|
100
|
16.97
|
|
2/28/2008
|
100
|
17.06
|
Page 46 of 51 Pages
SCHEDULE G
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/14/2008
|
600
|
15.74
|
|
2/25/2008
|
200
|
16.75
|
|
2/26/2008
|
600
|
16.78
|
|
2/27/2008
|
3,100
|
16.97
|
|
2/28/2008
|
4,300
|
17.06
|
|
3/5/2008
|
2,000
|
16.98
|
Page 47 of 51 Pages
SCHEDULE H
FARALLON CAPITAL MANAGEMENT, L.L.C.
|
TRADE DATE
|
NO. OF SHARES
PURCHASED (P)
|
PRICE
PER SHARE ($)
|
|
2/14/2008
|
1,589
|
15.74
|
|
2/25/2008
|
300
|
16.75
|
|
2/26/2008
|
1,115
|
16.78
|
|
2/27/2008
|
5,977
|
16.97
|
|
2/28/2008
|
8,600
|
17.06
|
|
3/5/2008
|
3,766
|
16.98
|
|
3/7/2008
|
100
|
16.93
|
|
2/14/2008
|
300
|
15.74
|
|
2/25/2008
|
100
|
16.75
|
|
2/26/2008
|
300
|
16.78
|
|
2/27/2008
|
1,500
|
16.97
|
|
2/28/2008
|
1,900
|
17.06
|
|
3/5/2008
|
1,000
|
16.98
|
Page 48 of 51 Pages
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
|
Page 49 of 51 Pages
EXHIBIT 1
to
SCHEDULE 13D
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except to the
extent that he, she or it knows or has reason to believe that such information is
inaccurate.
Dated: March 10, 2008
/s/ Monica R. Landry
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
NOONDAY CAPITAL, L.L.C.,
On its own behalf
and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
Page 50 of 51 Pages
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for
each of David I. Cohen, William F. Duhamel,
Richard B. Fried, Douglas M. MacMahon, William F. Mellin,
Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment, Ashish H. Pant,
Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C.
Wehrly
Page 51 of 51 Pages