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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
492914106 |
1 | NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL PARTNERS III LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 7,277,784 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 7,277,784 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
7,277,784 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
492914106 |
1 | NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL ADVISORS III LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 7,277,784 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 7,277,784 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
7,277,784 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
492914106 |
1 | NAMES OF REPORTING PERSONS: MHR FUND MANAGEMENT LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 12,675,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 12,675,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
12,675,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
492914106 |
1 | NAMES OF REPORTING PERSONS: MARK H. RACHESKY, M.D. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 12,675,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 12,675,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
12,675,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN; HC |
Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | ||||
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | ||||
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | ||||
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
1. | Master Account may be deemed to be the beneficial owner of 1,777,521 Shares held for its own account. |
2. | Capital Partners (100) may be deemed to be the beneficial owner of 219,422 Shares held for its own account. | ||
3. | Advisors may be deemed to be the beneficial owner of 1,996,943 Shares. This number consists of (A) 1,777,521 Shares held for the account of Master Account and (B) 219,422 Shares held for the account of Capital Partners (100). | ||
4. | Institutional Partners II may be deemed to be the beneficial owner of 966,176 Shares held for its own account. | ||
5. | Institutional Partners IIA may be deemed to be the beneficial owner of 2,434,097 Shares held for its own account. | ||
6. | Institutional Advisors II may be deemed to be the beneficial owner of 3,400,273 Shares. This number consists of (A) 966,176 Shares held for the account of Institutional Partners II and (B) 2,434,097 Shares held for the account of Institutional Partners IIA. | ||
7. | Institutional Partners III may be deemed to be the beneficial owner of 7,277,784 Shares held for its own account. | ||
8. | Institutional Advisors III may be deemed to be the beneficial owner of 7,277,784 Shares. This number consists of 7,277,784 Shares held for the account of Institutional Partners III. | ||
9. | Fund Management may be deemed to be the beneficial owner of 12,675,000 Shares. This number consists of all of the Shares otherwise described in this Item 4(a) by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III. | ||
10. | Dr. Rachesky may be deemed to be the beneficial owner of 12,675,000 Shares. This number consists of all of the Shares otherwise described in this Item 4(a) by virtue of Dr. Racheskys position as the managing member of each of Fund Management, Advisors, Institutional Advisors II and Institutional Advisors III. |
1. | Master Account may be deemed to be the beneficial owner of approximately 1.4% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the Exchange Act). |
2. | Capital Partners (100) may be deemed to be the beneficial owner of approximately 0.2% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
3. | Advisors may be deemed to be the beneficial owner of approximately 1.5% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
4. | Institutional Partners II may be deemed to be the beneficial owner of approximately 0.7% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
5. | Institutional Partners IIA may be deemed to be the beneficial owner of approximately 1.8% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
6. | Institutional Advisors II may be deemed to be the beneficial owner of approximately 2.6% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
7. | Institutional Partners III may be deemed to be the beneficial owner of approximately 5.5% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
8. | Institutional Advisors III may be deemed to be the beneficial owner of approximately 5.5% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
9. | Fund Management may be deemed to be the beneficial owner of approximately 9.6% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | ||
10. | Dr. Rachesky may be deemed to be the beneficial owner of approximately 9.6% of the total number of Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
1. | Master Account |
(i) | Sole power to vote or to direct the vote: 1,777,521 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 1,777,521 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
2. | Capital Partners (100) |
(i) | Sole power to vote or to direct the vote: 219,422 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 219,422 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
3. | Advisors |
(i) | Sole power to vote or to direct the vote: 1,996,943 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 1,996,943 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
4. | Institutional Partners II |
(i) | Sole power to vote or to direct the vote: 966,176 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 966,176 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
5. | Institutional Partners IIA |
(i) | Sole power to vote or to direct the vote: 2,434,097 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 2,434,097 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
6. | Institutional Advisors II |
(i) | Sole power to vote or to direct the vote: 3,400,273 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 3,400,273 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
7. | Institutional Partners III |
(i) | Sole power to vote or to direct the vote: 7,277,784 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 7,277,784 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
8. | Institutional Advisors III |
(i) | Sole power to vote or to direct the vote: 7,277,784 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 7,277,784 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
9. | Fund Management |
(i) | Sole power to vote or to direct the vote: 12,675,000 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 12,675,000 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
10. | Dr. Rachesky |
(i) | Sole power to vote or to direct the vote: 12,675,000 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 12,675,000 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Exhibit A | Joint Filing Agreement, dated as of August 27, 2007, by and among the Reporting Persons. |
MHR INSTITUTIONAL PARTNERS III
LP By: MHR Institutional Advisors III LLC, its General Partner |
||||
By: | /s/ Hal Goldstein | |||
Name: | Hal Goldstein | |||
Title: | Vice President | |||
MHR INSTITUTIONAL ADVISORS III LLC |
||||
By: | /s/ Hal Goldstein | |||
Name: | Hal Goldstein | |||
Title: | Vice President | |||
MHR FUND MANAGEMENT LLC |
||||
By: | /s/ Hal Goldstein | |||
Name: | Hal Goldstein | |||
Title: | Vice President | |||
MARK H. RACHESKY, M.D. |
||||
By: | /s/ Hal Goldstein, Attorney in Fact | |||
1. | Joint Filing Agreement, dated as of August 27, 2007, by and among Institutional Partners III, Institutional Advisors III, Fund Management and Dr. Rachesky. |