INNOSPEC INC. — Major Shareholding Notification 2010

Mar 11, 2010

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SECURITIES
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*SCHEDULE 13D*

*Under the Securities Exchange Act of 1934 (Amendment No. 3)**

*Innospec Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*45768S105*

(CUSIP Number)

*Jeffrey L. Gendell*

*55 Railroad Avenue*

*Greenwich, Connecticut 06830*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*March 2, 2010*

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 4,159,798 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,159,798 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,159,798 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 17.6% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

2

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine 25 Overseas Master Fund, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 91,052 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 91,052 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 91,052 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class Represented
by Amount in Row (11) 0.4% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Management, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 4,250,850 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,250,850 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,250,850 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class Represented
by Amount in Row (11) 18.0% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

4

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Overseas Master Fund, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 446,726 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 446,726 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 446,726 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.9% | |
| 14. | Type of Reporting Person
(See Instructions) IA, PN | |

5

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Overseas GP, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 446,726 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 446,726 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 446,726 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.9% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

6

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Overseas Master Fund II, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 82,362 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 82,362 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 82,362 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.3% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Asset Associates, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 82,362 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 82,362 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 82,362 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.3% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

8

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| CUSIP No. 45768S105 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Jeffrey L. Gendell | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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) o | |
| 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 4,779,938 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,779,938 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,779,938 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 20.2% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

9

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Item 1.	Security and Issuer
	This
Amendment No. 3 to Schedule 13D is being filed by the Reporting Persons
to amend the Schedule 13D originally filed on November 10, 2008 and
amended on October 23, 2009 and February 3, 2010 (as amended, the
“Schedule 13D”) relating to the common stock, $0.01 par value per share (the
“Common Stock”), of Innospec Inc. (the “Company”). The Company’s principal executive offices
are located at Innospec Manufacturing Park, Oil Sites Road, Ellesmere Port,
Cheshire, United Kingdom.
Item 2.	Identity and Background
	(a) This statement is filed by: (i) Tontine Capital
Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the
shares of Common Stock directly owned by it; (ii) Tontine 25
Overseas Master Fund, L.P., a Cayman Islands limited partnership (“T25”),
with respect to the shares of Common Stock directly owned by it; (iii) Tontine Capital
Management, L.L.C., a Delaware limited liability company (“TCM”), with
respect to the shares of Common Stock directly owned by each of TCP and T25; (iv) Tontine Capital
Overseas Master Fund, L.P. a Cayman Islands limited partnership (“TMF”) with
respect to shares of Common Stock directly owned by it; (v) Tontine Capital
Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with
respect to shares of Common Stock owned by TMF; (vi) Tontine Capital
Overseas Master Fund II, L.P. a Cayman Islands limited partnership (“TCP 2”)
with respect to shares of Common Stock directly owned by it; (vii) Tontine Asset
Associates, L.L.C., a Delaware limited liability company (“TAA”), with
respect to the shares of Common Stock directly owned by TCP 2; and (viii) Jeffrey L.
Gendell (“Mr. Gendell”) with respect to the shares of Common Stock
directly owned by each of TCP, T25, TMF and TCP 2. TCP, TCM, T25, TMF, TCO,
TCP 2, TAA and Mr. Gendell are hereinafter sometimes collectively
referred to as the “Reporting Persons.”
Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to
the appropriate party. (b) The address of the principal business and
principal office of each of TCP, T25, TCM, TMF, TCO, TCP 2 and TAA is 55
Railroad Avenue, Greenwich, Connecticut 06830. The business address of Mr. Gendell is
55 Railroad Avenue, Greenwich, Connecticut 06830. (c) The principal business of each of TCP, T25,
TMF and TCP 2 is serving as a private investment limited partnership. The principal business of TCM is serving as
the general partner of both TCP and T25.
The principal business of TCO is serving as the general partner of
TMF. The principal business of TAA is
serving as the general partner of TCP 2.
Mr. Gendell serves as the managing member of TCM, TCO and TAA. (d) None of the Reporting Persons has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during
the last five years, been a 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) TCP is a limited partnership organized
under the laws of the State of Delaware.
Each of TCO, TCM and TAA is a limited liability company organized
under the laws of the State of Delaware.
Each of TMF, T25 and TCP 2 is a limited partnership organized under
the laws of the Cayman Islands. Mr. Gendell
is a United States citizen.

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| Item 3. | Source and Amount of Funds or
Other Consideration |
| --- | --- |
| | Except as set forth in
Item 4, all of the shares of Common Stock owned by the Reporting Persons were
purchased with working capital and on
margin. The Reporting Persons’ margin
transactions are with UBS Securities LLC, on such firm’s usual terms and
conditions. All or part of the shares
of Common Stock directly owned by the Reporting Persons may from time to time
be pledged with one or more banking institutions or brokerage firms as
collateral for loans made by such bank(s) or brokerage firm(s) to
the Reporting Persons. Such loans bear
interest at a rate based upon the broker’s call rate from time to time in
effect. Such indebtedness may be
refinanced with other banks or broker dealers. |
| Item 4. | Purpose of Transaction |
| | As
previously reported in Amendment No. 2 to this Schedule 13D, effective February 1,
2010, the Reporting Persons reallocated ownership of Common Stock among the
entities comprising the Reporting Persons (the “Reallocation”). When giving effect solely to the
Reallocation, the aggregate Common Stock ownership of the Reporting Persons
after the completion of the Reallocation is the same as the aggregate Common
Stock ownership of the Reporting Persons before the Reallocation. In connection with the Reallocation, shares
of Common Stock owned by TMF and T25 (collectively, the “Transferred Shares”)
were deemed to have been distributed in kind as of February 1, 2010 to
certain investors holding ownership interests in TMF and/or T25, with all of
the Transferred Shares then being immediately contributed by such investors
to TCP 2. The number of Transferred
Shares reported in Amendment No. 2 as being contributed to TCP 2 was a
preliminary estimate by the Reporting Persons. On March 2, 2010, the Reporting
Persons finalized the actual number of Transferred Shares. The number of Transferred Shares deemed
distributed in kind by TMF is 74,653 shares of Common Stock, and deemed
distributed in kind by T25 is 7,709 shares of Common Stock, with all of such
shares having been immediately contributed to TCP 2. The consideration for the Transferred
Shares contributed to TCP 2 consists of ownership interests in TCP 2 issued
to such contributing TMF and T25 investors.
Also in connection with the Reallocation, certain investors holding partnership
interests in TCP contributed such interests to TCP 2 and, in exchange,
received ownership interests in TCP 2, with TCP 2 holding, as a result, the
contributed TCP partnership interests.
The completion of the transactions described in this paragraph has not
changed the Reporting Persons’ purposes in holding shares of Common Stock as
described in this Schedule 13D. From
March 8, 2010 through March 10, 2010, certain of the Reporting Persons
sold an aggregate of 48,407 shares of Common Stock in open market broker
transactions as follows: On March 8,
2010, TCP sold 27,435 shares of Common Stock at a price of $11.0957 per
share, TMF sold 2,946 shares of Common Stock at a price of $11.0957 per
share, and T25 sold 601 shares of Common Stock at a price of $11.0957 per
share. On March 9, 2010, TCP sold
12,324 shares of Common Stock at a price of $10.9356 per share, TMF sold
1,323 shares of Common Stock at a price of $10.9356 per share, and T25 sold
270 shares of Common Stock at a price of $10.9356 per share. On March 10, 2010, TCP sold 3,106
shares of Common Stock at a price of $10.9329 per share, TMF sold 334 shares
of Common Stock at a price of $10.9329 per share, and T25 sold 68 shares of
Common Stock at a price of $10.9329 per share. The
Reporting Persons acquired the shares of Common Stock for investment purposes
and in the ordinary course of business.
All of the Reporting Persons may dispose of securities of the Company
at any time and from time to time in the open market, through dispositions in
kind to parties holding an ownership interest in TCP, TMF, T25 and/or TCP 2,
or otherwise. In addition, TCP 2 may
obtain securities of the Company through open market purchases, transfers
from other Reporting Persons or otherwise. Although
the forgoing represents the range of activities presently contemplated by the
Reporting Persons with respect to the Company, it should be noted that the
possible activities of the Reporting Persons are subject to change at any
time. Accordingly, the Reporting
Persons reserve the right to change their plans or intentions and to take any
and all actions that they may deem to be in their best interests. Except as set forth in the
Schedule 13D, the Reporting Persons do not have any current intention, plan
or proposal with respect to: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company’s business or corporate structure; (g) changes in
the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the |

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| | Company to be delisted
from a national securities exchange, if any, or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Act, or (j) any action similar to any of those enumerated
in items (a) through (i) above. |
| --- | --- |
| Item 5. | Interest in Securities of the
Issuer |
| | The following disclosure
of share ownership by the Reporting Persons is as of the date of this
Amendment No. 3 to Schedule 13D. A. Tontine Capital Partners, L.P. (a) Aggregate number of shares beneficially owned: 4,159,798.
Percentage: 17.6%. The
percentages used herein and in the rest of Item 5 are calculated based
upon 23,664,053 shares of Common Stock of the Company issued and outstanding
as of February 11, 2010, as disclosed in the Company’s Annual Report on Form 10-K
filed with the SEC on February 19, 2010. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or
direct vote: 4,159,798 3. Sole power to dispose
or direct the disposition: -0- 4. Shared power to dispose
or direct the disposition: 4,159,798 (c) Except as disclosed herein, TCP has not
engaged in any transactions in Common Stock since the filing of Amendment No. 2
to this Schedule 13D on February 3, 2010. (d) TCM, the general partner of TCP, has the power to direct the affairs
of TCP, including decisions respecting the receipt of dividends from, and the
disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of
TCM and in that capacity directs its operations. (e) Not applicable. B. Tontine 25 Overseas Master Fund, L.P. (a) Aggregate number of shares beneficially owned: 91,052. Percentage: 0.4%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or
direct vote: 91,052 3. Sole power to dispose
or direct the disposition: -0- 4. Shared power to dispose
or direct the disposition: 91,052 (c) Except as
disclosed herein, T25 has not engaged in any transactions in Common Stock
since the filing of Amendment No. 2 to this Schedule 13D on February 3,
2010. (d) TCM, the general
partner of T25, has the power to direct the affairs of T25, including
decisions respecting the receipt of dividends from, and the disposition of
the proceeds from the sale of, the shares.
Mr. Gendell is the Managing Member of TCM and in that capacity
directs its operations. (e) Not applicable. C. Tontine Capital Management, L.L.C. (a) Aggregate number of shares beneficially owned: 4,250,850.
Percentage: 18.0%. (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or
direct vote: 4,250,850 3. Sole power to dispose
or direct the disposition: -0- 4. Shared power to dispose
or direct the disposition: 4,250,850 |

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(c) Except as disclosed herein, TCM has not engaged in any transactions in Common Stock since the filing of Amendment No. 2 to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable. D. Tontine Capital Overseas Master Fund, L.P. (a) Aggregate number of shares beneficially owned: 446,726. Percentage: 1.9%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 446,726 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 446,726 (c) Except as disclosed herein, TCO has not engaged in any transactions in Common Stock since the filing of Amendment No. 2 to this Schedule 13D on February 3, 2010. (d) TCO, the general partner of TMF, has the power to direct the affairs of TMF, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations. (e) Not applicable. E. Tontine Capital Overseas GP, L.L.C. (a) Aggregate number of shares beneficially owned: 446,726. Percentage: 1.9%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 446,726 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 446,726 (c) Except as disclosed herein, TCO has not engaged in any transactions in Common Stock since the filing of Amendment No. 2 to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable. F. Tontine Capital Overseas Master Fund II, L.P. (a) Aggregate number of shares beneficially owned: 82,362. Percentage: 0.3%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 82,362 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 82,362 (c) Except as disclosed herein, TCP 2 has not engaged in any transactions in Common Stock since the filing of

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| | Amendment
No. 2 to this Schedule 13D on February 3, 2010. (d) TAA, the general partner of TCP 2, has the power to direct the affairs
of TCP 2, including decisions respecting the receipt of dividends from, and
the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of
TAA and in that capacity directs its operations. (e) Not applicable. G. Tontine Asset Associates, L.L.C. (a) Aggregate number of shares beneficially owned: 82,362.
Percentage: 0.3%. (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or
direct vote: 82,362 3. Sole power to dispose
or direct the disposition: -0- 4. Shared power to dispose
or direct the disposition: 82,362 (c) Except as disclosed herein, TAA has not
engaged in any transactions in Common Stock since the filing of Amendment No. 2
to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable. H. Jeffrey L. Gendell (a) Aggregate number of shares beneficially owned: 4,779,938. Percentage: 20.2%. (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or
direct vote: 4,779,938 3. Sole power to dispose
or direct the disposition: -0- 4. Shared power to dispose
or direct the disposition: 4,779,938 (c) Except as disclosed herein, Mr. Gendell
has not engaged in any transactions in Common Stock since the filing of
Amendment No. 2 to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable. |
| --- | --- |
| Item 6. | Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer |
| | Except as described in the
Schedule 13D, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including but not limited to the
transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as
Exhibits |
| | None. |

14

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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.

| March 11, 2010 |
| --- |
| Date |
| /s/ Jeffrey L. Gendell |
| Signature |
| Jeffrey
L. Gendell, individually, as managing member of Tontine Capital Management,
L.L.C., general partner of Tontine Capital Partners, L.P. and Tontine 25
Overseas Master Fund, L.P., as managing member of Tontine Capital Overseas
GP, L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P.,
and as managing member of Tontine Asset Associates, L.L.C., the general
partner of Tontine Capital Overseas Master Fund II, L.P. |
| Name/Title |

15

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