Transalta Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
February 22 2008 - 10:51AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 8)*
Under
the Securities Exchange Act of 1934
TransAlta
Corporation
|
|
(Name of
Issuer
)
|
Common
Shares, no par value
|
|
(Title
of Class of Securities)
|
John
Staikos
Senior
Vice President and General Counsel
LS
Power Equity Advisors, LLC
1700
Broadway, 35th Floor
New
York, New York 10019
212-615-3441
|
(
Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications)
|
February
21, 2008
|
|
(Date
of Event Which Requires Filing of this Statement)
|
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. [ ]
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.
(Continued
on followings pages)
(Page
1 of 14 Pages)
______________________________________
*
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,
as amended (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
CUSIP
No.
89346D107
|
13D
|
Page
2 of 14 Pages
|
1.
|
Names
of Reporting Persons.
LSP
Penn Holdings, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 3 of
14 Pages
|
1.
|
Names
of Reporting Persons.
LSP
Penn Holdings II, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 4 of
14 Pages
|
1.
|
Names
of Reporting Persons.
LS
Power Partners, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
89346D107
|
13D
|
Page 5 of
14 Pages
|
1.
|
Names
of Reporting Persons.
LS
Power Partners II, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
89346D107
|
13D
|
Page 6 of
14 Pages
|
1.
|
Names
of Reporting Persons.
Luminus
Management, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 7 of
14 Pages
|
1.
|
Names
of Reporting Persons.
Luminus
Asset Partners, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
89346D107
|
13D
|
Page 8 of
14 Pages
|
1.
|
Names
of Reporting Persons.
Luminus
Energy Partners Master Fund, Ltd.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
Bermuda
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 9 of
14 Pages
|
1.
|
Names
of Reporting Persons.
LPCO
Investments S.a.r.l.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
Luxembourg
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
16,782,400
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
16,782,400
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,782,400
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.3%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 10 of
14 Pages
|
1.
|
Names
of Reporting Persons.
LTAC
SPV I, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b) [X]
|
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
0
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
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%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
89346D107
|
13D
|
Page 11 of
14 Pages
|
This
Amendment No. 8 (this "Amendment") amends and supplements the Schedule 13D
initially filed on June 27, 2007 (the "Original Filing") and subsequently
amended by the Reporting Persons relating to the Common Shares, no par value
(the "Shares"), of TransAlta Corporation, a corporation incorporated under the
Canada Business Corporations Act (the "Issuer"). Information reported in the
Original Filing remains in effect except to the extent that it is amended,
restated or superseded by information contained in this Amendment or any
previously filed amendments. Capitalized terms used but not defined in this
Amendment have the respective meanings set forth in the Original
Filing.
Item
2. Identity and Background.
Item
2 is hereby amended and supplemented as follows:
By
virtue of its relationship with the other Reporting Persons, LTAC SPV I, LLC
("LTAC") may be deemed to be part of a "group" with the other Reporting
Persons. LTAC was formed by Common Sense Special Opportunity,
LP ("Common Sense"), a member of LTAC, and Vega Energy GP, LLC ("Vega"), the
managing member of LTAC and an affiliate of some of the other Reporting
Persons. LTAC was formed for the purpose of purchasing, selling,
holding and otherwise dealing in the Shares. James A. Bisenius, as
Chief Executive Officer and Chief Investment Officer of Common Sense Investment
Management, LLC ("CSIM"), the general partner of Common Sense, may be deemed to
control Common Sense. Paul Segal may be deemed to control
Vega.
Each
of LTAC, Common Sense, Vega and CSIM is organized in the State of
Delaware. The principal business of each of Common Sense, Vega, LTAC
and CSIM is to engage in the business of investing in securities and other
investment opportunities. The principal business address of LTAC,
Vega and Mr. Segal is 1700 Broadway, 38th Floor, New York, NY
10019. The principal business address of Common Sense, CSIM and Mr.
Bisenius is 15350 SW Sequoia Parkway, Suite 250, Portland, Oregon
97224. Each of Mr. Bisenius and Mr. Segal is a citizen of the United
States.
During
the last five years, none of LTAC, Common Sense, Vega, CSIM, Mr. Segal or Mr.
Bisenius has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was 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.
Item
5. Interest in Securities of the Issuer.
Item
5(a) and (b) is hereby amended and supplemented as follows:
LTAC
does not beneficially own any Shares, and Common Sense, CSIM and Mr. Bisenius do
not beneficially own any Shares.
Item
6. Purpose of Transaction.
Item
6 is hereby amended and supplemented as follows:
On
February 21, 2008, Common Sense and Vega entered into the LTAC SPV I, LLC
Limited Liability Company Agreement (the "LLC Agreement"). LTAC is a
newly formed special purpose entity which was formed for the purpose of
purchasing, selling, holding and otherwise dealing in the Shares. It
is anticipated that LTAC will obtain the funds to acquire Shares from Common
Sense. The LLC Agreement provides for certain governance,
profit-sharing and other terms and provisions governing the members of LTAC as
set forth in the LLC Agreement, a copy of which is included as Exhibit 7.9
hereto and is incorporated herein by reference.
CUSIP
No.
89346D107
|
13D
|
Page 12 of
14 Pages
|
Item
7. Material to be Filed as Exhibits.
Exhibit
Number
|
Description
|
7.9
|
LTAC
SPV I, LLC Limited Liability Company Agreement dated as of February 21,
2008
|
7.10
|
Joint
Filing Agreement, dated February 22, 2008
|
CUSIP
No.
89346D107
|
13D
|
Page 13 of
14 Pages
|
SIGNATURE
After reasonable inquiry and to the
best of the knowledge and belief of the undersigned, the undersigned certifies
that the information set forth herein is true, complete and
correct.
Dated:
February 22, 2008
|
|
LSP
Penn Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Darpan
Kapadia
|
|
|
Name:
|
Darpan
Kapadia
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
|
LSP
Penn Holdings II, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Darpan
Kapadia
|
|
|
Name:
|
Darpan
Kapadia
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
LS
Power Partners, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Darpan
Kapadia
|
|
|
Name:
|
Darpan
Kapadia
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
|
LS
Power Partners II, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Darpan
Kapadia
|
|
|
Name:
|
Darpan
Kapadia
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
Luminus
Management, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Paul
Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
Title:
|
President
|
CUSIP
No.
89346D107
|
13D
|
Page 14 of
14 Pages
|
|
|
Luminus
Asset Partners, L.P.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Paul
Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
Luminus
Energy Partners Master Fund, Ltd.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Paul
Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
LPCO
Investments S.à.r.l.
|
|
|
|
|
|
|
|
|
|
By: Paul
Segal, as attorney-in-fact
|
|
|
|
|
|
|
By:
|
/s/ Paul
Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
|
|
|
|
|
|
LTAC
SPV I, LLC
|
|
|
|
|
|
|
|
|
|
By: Vega
Energy GP, LLC, its managing member
|
|
|
|
|
|
|
By:
|
/s/ Paul
Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
Title:
|
President
|
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