CUSIP No. 881451108
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 22, 2009.
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Item 2. Identity and Background.
ITEM 2(B) OF THE SCHEDULE 13D/A FILED ON APRIL 22, 2009 IS HEREBY AMENDED AS
FOLLOWS (THE REMAINDER OF ITEM 2 FROM THE 13D/A FILED ON APRIL 22, 2009 REMAINS
IN EFFECT):
The principal business address for each of Harbinger LLC, the Special Fund,
HCPSS, Harbinger Holdings and Philip Falcone is 450 Park Avenue, 30th Floor, New
York, New York 10022.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
63,581,587 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 63,581,587
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
24,091,716 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 24,091,716 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
87,673,303 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
87,673,303 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON APRIL 22, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
The Master Fund held certain Shares of the Issuer's common stock in an account
at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008, LBIE
was placed into administration under United Kingdom law and four partners of
PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint
Administrators"). The Joint Administrators have advised that 1,498,721 of the
Shares were rehypothecated. The Master Fund believes at this time that
rehypothecated Shares will not be recoverable. The Joint Administrators have
proposed a framework which, if approved, would entitle customers to a claim for
the rehypothecated securities valued as of the close of market on September 12,
2008 which would be setoff against amounts owed by such customer to LBIE.
Accordingly, the Master Fund in this filing has reduced the number of Shares of
the Issuer held by it to the extent such Shares were held at LBIE and were
rehypothecated. By making this filing, the Master Fund does not waive any
arguments that it is entitled to recover such Shares and expressly reserves such
arguments.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 63,581,587 Shares, constituting 37.2% of the Shares of the Issuer,
based upon 171,145,428* Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 63,581,587 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 63,581,587 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 63,581,587 Shares, constituting 37.2% of the Shares of the Issuer,
based upon 171,145,428* Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 63,581,587 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 63,581,587 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 24,091,716 Shares, constituting 15.9% of the Shares of the
Issuer, based upon 151,649,583* Shares outstanding as of the date of this
filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 24,091,716 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 24,091,716 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
24,091,716 Shares, constituting 15.9% of the Shares of the Issuer, based upon
151,649,583* Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 24,091,716 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 24,091,716 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 87,673,303 Shares, constituting 47.8% of the Shares of the
Issuer, based upon 183,594,776* Shares outstanding as of the date of this
filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 87,673,303 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 87,673,303 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 87,673,303 Shares, constituting 47.8% of the Shares of the Issuer,
based upon 183,594,776* Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 87,673,303 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 87,673,303 Shares.
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* The number of outstanding shares is based on the 139,200,235 shares as
reported by the Company as of the date of this filing, adjusted for derivative
securities, held by the Reporting Persons.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 22, 2009.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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