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CUSIP
No.
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29264F205
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1
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Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
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2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[_]
(b)
[_]
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3
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SEC
Use Only
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|||
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4
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Source
of Funds (See Instructions)
WC
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5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [_]
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6
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
-0-
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||
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8
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Shared
Voting Power
13,168,944
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9
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Sole
Dispositive Power
-0-
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10
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Shared
Dispositive Power
13,168,944
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person 1
13,168,944
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13
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Percent
of Class Represented by Amount in Row (11)
11.3%
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14
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No.
|
29264F205
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|||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
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|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[_]
(b)
[_]
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|||
|
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) [_]
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|||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
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||
|
8
|
Shared
Voting Power
13,169,244
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|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
13,169,244
|
|||
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
13,169,244
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
|
|||
|
13
|
Percent
of Class Represented by Amount in Row (11)
11.3%
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|||
|
14
|
Type
of Reporting Person (See Instructions)
IN,
PN
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CUSIP
No.
|
29264F205
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|||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
David
E. Shaw
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[_]
(b)
[_]
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|||
|
3
|
SEC
Use Only
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|||
|
4
|
Source
of Funds (See Instructions)
AF
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|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [_]
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|||
|
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
13,169,244
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
13,169,244
|
|||
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
13,169,244
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
|
|||
|
13
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Percent
of Class Represented by Amount in Row (11)
11.3%
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|||
|
14
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Type
of Reporting Person (See Instructions)
IN
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This
Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on July
30, 2007, as amended by Amendment No. 1 to Schedule 13D filed with the SEC
on October 12, 2007, by Amendment No. 2 to Schedule 13D filed with the SEC
on November 21, 2007, by Amendment No. 3 to Schedule 13D filed with the
SEC on December 21, 2007, by Amendment No. 4 to Schedule 13D filed with
the SEC on February 28, 2008, and by Amendment No. 5 to Schedule 13D filed
with the SEC on May 2, 2008 (as amended, the “Schedule
13D”).
As
of April 29, 2008, the Reporting Persons no longer held their Common
Shares with a purpose or effect of changing or influencing control of the
Issuer. As a result, on May 2, 2008, the Reporting Persons
filed a Schedule 13G (the “Schedule 13G”) relating to the Common Shares,
however the Reporting Persons may not have been eligible to file their May
2, 2008 report on Schedule 13G. Accordingly, the Reporting
Persons are filing this Amendment No. 6 to the Schedule 13D, which
supersedes the Schedule 13G.
Capitalized
terms used herein which are not defined herein have the meanings given to
such terms in the Schedule 13D. Except as otherwise provided
herein, all Items of the Schedule 13D remain unchanged.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 of the 13D is hereby supplemented as follows:
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(a),
(b) Based upon the Issuer’s Form 10-Q, filed with the Securities and
Exchange Commission on December 12, 2008, there were 116,528,331 Common
Shares issued and outstanding as of October 27, 2008. The
13,168,944 Common Shares beneficially owned by Valence (the “Valence
Shares”) represent approximately 11.3% of the Common Shares issued
and outstanding.2 The
13,169,244 Common Shares beneficially owned by DESCO LP (the “Subject
Shares”) represent approximately 11.3% of the Common Shares issued
and outstanding. The Subject Shares are comprised of (i) the
Valence Shares and (ii) 300 Common Shares under the management of DESIM
LLC (the “DESIM
Shares”).
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Valence
has the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) the Valence Shares. DESIM LLC has
the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the DESIM Shares. Valence disclaims
beneficial ownership of the Common Shares beneficially owned by DESIM LLC;
and DESIM LLC disclaims beneficial ownership of the Common Shares
beneficially owned by Valence.
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DESCO
LP, as managing member and investment adviser of Valence and managing
member of DESIM LLC, may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the
disposition of) the Valence Shares, and the shared power to vote or direct
the vote of (and the power to dispose or direct the disposition of) the
DESIM Shares. As general partner of DESCO LP, DESCO Inc. may be
deemed to have the shared power to vote or to direct the vote of (and the
shared power to dispose or direct the disposition of) the Valence Shares
and the shared power to vote or direct the vote of (and the power to
dispose or direct the disposition of) the DESIM Shares. Neither
DESCO LP nor DESCO Inc. owns any Common Shares directly, and each such
entity disclaims beneficial ownership of the Subject
Shares.
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David
E. Shaw does not own any shares directly. By virtue of David E.
Shaw’s position as President and sole shareholder of DESCO Inc., which is
the general partner of DESCO LP, which in turn is the managing member and
investment adviser of Valence and the managing member of DESIM LLC, David
E. Shaw may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the
Valence Shares and the shared power to vote or direct the vote of (and the
power to dispose or direct the disposition of) the DESIM
Shares. David E. Shaw disclaims beneficial ownership of the
Subject Shares.
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As
of the date hereof, neither any Reporting Person nor, to the best
knowledge of any Reporting Person, any of the persons set forth in Item 2
owns any Common Shares other than those set forth in this Item
5.
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(c)
The trading dates, number of Common Shares purchased or sold, and the
price per share for all transactions by the Reporting Persons in the
Common Shares from May 1, 2008 to February 13, 2009, which were all
brokered transactions, are set forth
below:
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Name
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Date
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Price per Share
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Number of Shares
Purchased/(Sold)
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DESIM
LLC
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10/3/2008
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20.13
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(300)
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DESIM
LLC
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10/3/2008
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20.14
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(200)
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Valence
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12/2/2008
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21.84
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(500)
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(d)
Other than with respect to Common Shares which Valence has the right to
acquire through call options, no person other than the Reporting Persons
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares set forth
above.
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Item
7.
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Material
to be Filed as Exhibits
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Exhibit
1
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Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co.,
Inc., in favor of the signatories hereto, among others, dated October 24,
2007.
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Exhibit
2
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Joint
Filing Agreement, by and among the Reporting Persons, dated February 17,
2009.
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D.
E. SHAW VALENCE PORTFOLIOS, L.L.C.
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By:
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/s/
Rochelle Elias
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Rochelle
Elias
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Authorized
Signatory
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D.
E. SHAW & CO., L.P.
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By:
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/s/
Rochelle Elias
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Rochelle
Elias
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Chief
Compliance Officer
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DAVID
E. SHAW
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By:
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/s/
Rochelle Elias
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Rochelle
Elias
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Attorney-in-Fact
for David E. Shaw
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