This Amendment No. 9 (this "Amendment")
amends and supplements the Schedule 13D initially filed on July 6, 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to the extent that it is amended, restated or superseded by information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
3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and
supplemented as follows:
As of March 17, 2008, the Reporting
Persons are deemed to beneficially own an aggregate of 17,086,500 Shares, as
detailed in Item 5. The aggregate purchase price for such Shares was
$ $452,197,844.47
1
(exclusive of brokerage commissions and fees), which amount has come, (1) with
respect to the LS Power Entities, from working capital and/or from borrowings
pursuant to margin accounts maintained in the ordinary course of business with
the previously identified financial institution, (2) with respect to the Luminus
Entities, from working capital and (3) with respect to LTAC, from a capital
contribution made by a member of LTAC. The shares acquired by LPCO
were contributed by other Reporting Persons listed hereto who purchased the
shares with working capital and/or borrowings pursuant to margin accounts
maintained in the ordinary course of business at the previously identified
financial institution.
Item
4. Purpose of Transaction.
Item
4 is hereby amended and supplemented as follows:
On
March 18, 2008, certain of the Reporting Persons issued a press release
announcing that, in light of recent steps taken by the Issuer, the Reporting
Persons were withdrawing their shareholder proposals and notice of the intention
to nominate four directors for the Issuer's 2008 annual meeting.
A
copy of the press release is included as Exhibit 7.11 hereto and is incorporated
herein by reference.
Item
5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) are hereby amended
and restated as follows:
|
|
Number
of Shares with Sole Voting and Dispositive Power
|
|
Number
of Shares with Shared Voting and Dispositive Power
|
|
Aggregate
Number of Shares Beneficially Owned
|
|
Percentage
of Class Beneficially Owned
|
LSP
Penn Holdings, LLC
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
LSP
Penn Holdings II, LLC
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
LS
Power Partners, L.P.
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
LS
Power Partners II, L.P.
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
Luminus
Management, LLC
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
Luminus
Asset Partners, L.P.
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
Luminus
Energy Partners Master Fund, Ltd.
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
LPCO
Investments S.à.r.l.
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
LTAC
SPV I, LLC
|
|
0
|
|
17,086,500
|
|
17,086,500
|
|
8.5%
|
By virtue of the relationships among
the Reporting Persons described herein, the Reporting Persons may be deemed to
constitute a "group," which "group" may be deemed to beneficially own an
aggregate of 17,086,500 Shares, representing approximately 8.5% of the
outstanding Shares. LPCO holds 16,782,400 Shares, of which 1,131,209 Shares are
held on behalf of Luminus Asset Partners, 3,926,731 Shares are held on behalf of
Luminus Energy Fund, 5,862,230
1
For
purposes of calculating the aggregate purchase price, transactions in Shares
executed in Canadian Dollars since the most recent filing on Schedule 13D on
February 22, 2008 have been converted to US Dollars at a current market exchange
rate of 1 CAD to 1.00019 USD.
CUSIP No.
89346D107
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|
13D
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Page 12
of 15 Pages
|
Shares
are held on behalf of LSP Holdings and 5,862,230 Shares are held on behalf of
LSP Holdings II. LTAC holds 304,100 Shares. Since LTAC may
be deemed to be a member of a "group" with the other Reporting Person, LTAC may
be deemed to beneficially own all of the Shares beneficially owned by the other
Reporting Persons.
The percentages used herein are based
on the 201,118,565 Shares reported to be issued and outstanding as of March 13,
2008 by the Issuer in its Form 40-F, filed with the Securities and Exchange
Commission on March 17, 2008.
Items 5(c) is hereby amended and
supplemented as follows:
All transactions in the Shares effected
by the Reporting Persons since the most recent filing on Schedule 13D on
February 22, 2008 through March 17, 2008 are set forth in Annex F attached
hereto and incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
Exhibit
Number
|
Description
|
7.11
|
Press
Release, dated March 18, 2008
|
CUSIP No.
89346D107
|
|
13D
|
|
Page 13
of 15 Pages
|
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:
March 18, 2008
|
LSP
Penn Holdings, LLC
|
|
|
|
|
|
|
|
|
|
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By:
|
/s/
Darpan Kapadia
|
|
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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
|
|
|
|
|
|
|
|
|
|
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By:
|
/s/
Paul Segal
|
|
|
Name:
|
Paul
Segal
|
|
|
Title:
|
President
|
|