Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
* 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 in 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).
1
|
NAMES OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
Palomino Fund Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Thoroughbred Fund L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
Thoroughbred Master Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Appaloosa Management L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
Appaloosa Partners Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
David A. Tepper
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
-0-
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
(a)
|
Name of Issuer
|
Item 1.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
Item 2.
|
(a)
|
Name of Person Filing
|
This statement is being filed by and on behalf of Appaloosa Investment Limited Partnership I (“AILP”), Palomino Fund Ltd. (“Palomino”), Thoroughbred Fund L.P. (“TFLP”), Thoroughbred Master Ltd. (“TML”), Appaloosa Management L.P. (“AMLP”), Appaloosa Partners Inc. (“API”) and David A. Tepper (“Mr. Tepper” and, together with AILP, Palomino, TFLP, TML, AMLP and API, the “Reporting Persons”). Mr. Tepper is the sole stockholder and the President of API. API is the general partner of, and Mr. Tepper owns a majority of the limited partnership interest in, AMLP. AMLP is the general partner of AILP and TFLP, and acts as investment advisor to Palomino and TML.
Item 2.
|
(b)
|
Address of Principal Business Office or, if None, Residence
|
The business address of each of the Reporting Persons is c/o Appaloosa Management L.P., 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078.
AILP is a Delaware limited partnership. Palomino is a British Virgin Islands corporation. TFLP is a Delaware limited partnership. TML is a British Virgin Islands corporation. AMLP is a Delaware limited partnership. API is a Delaware corporation. Mr. Tepper is a citizen of the United States.
Item 2.
|
(d)
|
Title of Class of Securities
|
Common Stock, par value $0.01 per share
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a)
|
o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
x
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
o
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
o
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
(j)
|
o
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
o
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K);
|
AILP
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount
beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
Palomino
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
TFLP
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
TML
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
AMLP
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
API
:
|
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
|
|
|
|
|
Mr. Tepper
:
|
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or to direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or to direct the disposition: -0-
|
Item 5. Ownership of Five Percent or Less of a Class
Reporting Persons have ceased to be beneficial owners of more than 5% of the Issuer’s outstanding Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2013
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
PALOMINO FUND LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED FUND L.P.
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED MASTER LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA MANAGEMENT L.P.
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA PARTNERS INC.
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
/s/ David A. Tepper
|
David A. Tepper
|
EXHIBIT A
---------
JOINT FILING AGREEMENT
----------------------
The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: February 14, 2013
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
PALOMINO FUND LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED FUND L.P.
|
By: APPALOOSA MANAGEMENT L.P., Its General Partner
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
THOROUGHBRED MASTER LTD.
|
By: APPALOOSA MANAGEMENT L.P., Its Investment Advisor
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA MANAGEMENT L.P.
|
By: APPALOOSA PARTNERS INC., Its General Partner
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
APPALOOSA PARTNERS INC.
|
By:
/s/ David A. Tepper
|
Name: David A. Tepper
|
Title: President
|
/s/ David A. Tepper
|
David A. Tepper
|
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