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SHERWIN WILLIAMS CO — Major Shareholding Notification 2008
Mar 17, 2008
29898_mrq_2008-03-17_f74d842c-acc0-40aa-b168-f1bc783087f4.zip
Major Shareholding Notification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
| The Sherwin-Williams Company |
| --- |
| (Name of Issuer) |
| Common Stock, par value $1.00 per share |
| (Title of Class of Securities) |
| 824348106 |
| (Cusip Number) |
| Mark C. Wehrly Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132 |
| (Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications) |
| March 5, 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 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 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 1,024,100 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 1,024,100 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,024,100 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.9% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) PN | |
Page 2 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 992,600 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 992,600 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 992,600 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.8% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) PN | |
Page 3 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 57,400 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 57,400 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 57,400 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) PN | |
Page 4 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 73,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 73,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 73,500 | |
| 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) PN | |
Page 5 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 37,100 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 37,100 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 37,100 | |
| 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 6 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 1,593,600 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 1,593,600 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,593,600 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 1.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) PN | |
Page 7 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 3,844,200 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 3,844,200 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,844,200 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 3.2% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IA, OO | |
Page 8 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 3,778,300 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 3,778,300 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,778,300 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 3.1% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) OO | |
Page 9 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 10 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 11 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 12 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 13 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 14 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 15 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 16 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 17 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 18 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 19 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 20 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 21 of 33 Pages
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13D
CUSIP No. 824348106
| 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 7,622,500 Shares, which is 6.3% 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 7,622,500 |
| | 9 | SOLE DISPOSITIVE POWER -0- |
| | 10 | SHARED DISPOSITIVE POWER 7,622,500 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 7,622,500 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See
Instructions) [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.3% | |
| 14 | TYPE OF REPORTING PERSON (See
Instructions) IN | |
Page 22 of 33 Pages
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This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed on February 4, 2008 (collectively, with all amendments thereto, the “Schedule 13D”).
Item 3 . Source And Amount Of Funds And Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by the following:
The net investment cost (including commissions) for the Shares acquired by each of the Farallon Funds and the Managed Account since the filing of the prior Schedule 13D is set forth below:
| Entity | Shares Acquired | Approximate Net Investment Cost |
|---|---|---|
| FCP | 250,700 | $13,283,196.22 |
| FCIP | 218,500 | $11,576,195.78 |
| FCIP II | 6,800 | $357,944.94 |
| FCIP III | 13,600 | $721,693.68 |
| Tinicum | 4,100 | $223,185.99 |
| FCOI II | 222,200 | $11,764,191.54 |
| Managed Account | 469,100 | $24,892,941.19 |
The consideration for such acquisitions was obtained as follows: (i) with respect to FCIP, FCIP II and FCIP III, from working capital; (ii) with respect to FCP, Tinicum and FCOI II from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by FCP, Tinicum and FCOI II at Goldman, Sachs & Co.; and (iii) with respect to the Managed Account, from the working capital of the Managed Account and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by the Managed Account at Goldman, Sachs & Co., FCP, Tinicum, FCOI II and the Managed Account 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 5 . Interest In Securities Of The Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) The Farallon Funds
(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 120,283,045 Shares outstanding as of February 29, 2008 as reported by the Company in its Proxy Statement on Form DEF14A dated March 5, 2008 filed with the Securities and Exchange Commission on March 5, 2008.
Page 23 of 33 Pages
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(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 Farallon Funds since the filing of the prior Schedule 13D are set forth on Schedules A-F hereto and are incorporated herein by reference. All of such transactions were open-market transactions.
(d) 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 Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
(e) Not applicable.
(b) 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 Account since the filing of the prior Schedule 13D are set forth on Schedule G hereto and are incorporated herein by reference. All of such transactions were open-market transactions.
(d) 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 Account as reported herein. The Farallon Individual Reporting Persons are managing members of the Management Company.
(e) Not applicable.
(c) 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.
(c) None.
(d) 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 Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
(e) Not applicable.
(d) The Farallon Individual Reporting Persons
Page 24 of 33 Pages
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(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.
(c) None.
(d) 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 Farallon Funds as reported herein. 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 the Shares held by the Managed Account as reported herein. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.
(e) Not applicable.
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Account are owned directly by the Managed Account. The Management Company, as investment adviser to the Managed Account, may be deemed to be the beneficial owner of all such Shares owned by the Managed Account. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds and the Managed Account. Each of the Management Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Page 25 of 33 Pages
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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 17, 2008
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and
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.
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 William F. Duhamel, Richard B. Fried, 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, Thomas F. Steyer and Mark C. Wehrly
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 behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Person 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 26 of 33 Pages
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 17,100 | 55.64 |
|---|---|---|
| 2/8/2008 | 18,600 | 55.47 |
| 2/15/2008 | 3,100 | 53.04 |
| 2/15/2008 | 2,300 | 53.78 |
| 2/15/2008 | 14,500 | 53.05 |
| 2/19/2008 | 21,200 | 53.38 |
| 2/25/2008 | 19,800 | 55.22 |
| 2/26/2008 | 19,800 | 54.96 |
| 2/29/2008 | 700 | 52.49 |
| 2/29/2008 | 20,200 | 53.02 |
| 3/4/2008 | 42,600 | 51.11 |
| 3/5/2008 | 29,000 | 51.75 |
| 3/5/2008 | 800 | 51.19 |
| 3/5/2008 | 21,000 | 51.75 |
| 3/6/2008 | 20,000 | 50.81 |
Page 27 of 33 Pages
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 16,200 | 55.64 |
|---|---|---|
| 2/8/2008 | 15,300 | 55.47 |
| 2/15/2008 | 2,900 | 53.04 |
| 2/15/2008 | 2,200 | 53.78 |
| 2/15/2008 | 13,500 | 53.05 |
| 2/19/2008 | 19,000 | 53.38 |
| 2/25/2008 | 15,700 | 55.22 |
| 2/26/2008 | 17,100 | 54.96 |
| 2/29/2008 | 600 | 52.49 |
| 2/29/2008 | 17,600 | 53.02 |
| 3/4/2008 | 34,400 | 51.11 |
| 3/5/2008 | 26,000 | 51.75 |
| 3/5/2008 | 700 | 51.19 |
| 3/5/2008 | 18,800 | 51.75 |
| 3/6/2008 | 18,500 | 50.81 |
Page 28 of 33 Pages
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 200 | 55.64 |
|---|---|---|
| 2/8/2008 | 200 | 55.47 |
| 2/15/2008 | 200 | 53.05 |
| 2/19/2008 | 200 | 53.38 |
| 2/25/2008 | 700 | 55.22 |
| 2/26/2008 | 700 | 54.96 |
| 2/29/2008 | 700 | 53.02 |
| 3/4/2008 | 1,500 | 51.11 |
| 3/5/2008 | 1,000 | 51.75 |
| 3/5/2008 | 700 | 51.75 |
| 3/6/2008 | 700 | 50.81 |
Page 29 of 33 Pages
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SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 1,100 | 55.64 |
|---|---|---|
| 2/8/2008 | 1,100 | 55.47 |
| 2/15/2008 | 200 | 53.04 |
| 2/15/2008 | 200 | 53.78 |
| 2/15/2008 | 1,000 | 53.05 |
| 2/19/2008 | 1,500 | 53.38 |
| 2/25/2008 | 900 | 55.22 |
| 2/26/2008 | 900 | 54.96 |
| 2/29/2008 | 1,100 | 53.02 |
| 3/4/2008 | 2,100 | 51.11 |
| 3/5/2008 | 1,500 | 51.75 |
| 3/5/2008 | 1,000 | 51.75 |
| 3/6/2008 | 1,000 | 50.81 |
Page 30 of 33 Pages
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SCHEDULE E
TINICUM PARTNERS, L.P.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 600 | 55.64 |
|---|---|---|
| 2/8/2008 | 600 | 55.47 |
| 2/15/2008 | 100 | 53.04 |
| 2/15/2008 | 100 | 53.78 |
| 2/15/2008 | 500 | 53.05 |
| 2/19/2008 | 500 | 53.38 |
| 2/25/2008 | 600 | 55.22 |
| 2/26/2008 | 600 | 54.96 |
| 2/29/2008 | 500 | 53.02 |
Page 31 of 33 Pages
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SCHEDULE F
FARALLON CAPITAL OFFSHORE INVESTORS II, L.L.C.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 15,500 | 55.64 |
|---|---|---|
| 2/8/2008 | 15,500 | 55.47 |
| 2/15/2008 | 2,700 | 53.04 |
| 2/15/2008 | 2,000 | 53.78 |
| 2/15/2008 | 12,500 | 53.05 |
| 2/19/2008 | 18,700 | 53.38 |
| 2/25/2008 | 17,300 | 55.22 |
| 2/26/2008 | 16,900 | 54.96 |
| 2/29/2008 | 600 | 52.49 |
| 2/29/2008 | 17,200 | 53.02 |
| 3/4/2008 | 38,300 | 51.11 |
| 3/5/2008 | 26,000 | 51.75 |
| 3/5/2008 | 700 | 51.19 |
| 3/5/2008 | 18,800 | 51.75 |
| 3/6/2008 | 19,500 | 50.81 |
Page 32 of 33 Pages
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SCHEDULE G
FARALLON CAPITAL MANAGEMENT, L.L.C.
TRADE DATE NO. OF SHARES PURCHASED PRICE PER SHARE ($)
| 2/6/2008 | 39,300 | 55.64 |
|---|---|---|
| 2/8/2008 | 38,700 | 55.47 |
| 2/15/2008 | 7,800 | 53.04 |
| 2/15/2008 | 5,800 | 53.78 |
| 2/15/2008 | 36,000 | 53.05 |
| 2/19/2008 | 36,300 | 53.38 |
| 2/25/2008 | 35,000 | 55.22 |
| 2/26/2008 | 34,000 | 54.96 |
| 2/29/2008 | 1,100 | 52.49 |
| 2/29/2008 | 34,700 | 53.02 |
| 3/4/2008 | 72,400 | 51.11 |
| 3/5/2008 | 51,500 | 51.75 |
| 3/5/2008 | 1,500 | 51.19 |
| 3/5/2008 | 37,200 | 51.75 |
| 3/6/2008 | 37,800 | 50.81 |
Page 33 of 33 Pages
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