UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)*
ENDO
Pharmaceuticals Holdings Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class Securities)
D.
E. Shaw & Co., L.P.
Attn: Compliance
Department
120
West Forty-Fifth Street
Floor
39, Tower 45
New
York, NY 10036
212-478-0000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
(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. o
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,
as amended (the “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).
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
|
|
2
|
Check
the Appropriate Box if a Member of a Group (SeeInstructions)
(a) o
(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
6,761,675
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
6,761,675
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,761,675
|
|
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)
5.8%
|
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b)
o
|
|
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) 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
6,785,450
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
6,785,450
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,785,450
|
|
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)
5.8%
|
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
|
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)
o
(b)
o
|
|
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) 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
6,785,450
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
6,785,450
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,785,450
|
|
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)
5.8%
|
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
AMENDMENT
NO. 10 TO SCHEDULE 13D
This
Amendment No. 10 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, by Amendment No. 5 to Schedule 13D filed with the SEC on May
2, 2008, by Amendment No. 6 to Schedule 13D files with the SEC on February 17,
2009, by Amendment No. 7 to Schedule 13D filed with the SEC on March 11, 2009,
by Amendment No. 8 to Schedule 13D filed with the SEC on August 28, 2009, and by
Amendment No. 9 to Schedule 13D filed with the SEC on October 15,
2009 (as amended, the “Schedule
13D”). 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.
|
Item
5.
|
Interest
in Securities of the Issuer
|
Item 5 of
the 13D is hereby supplemented as follows:
(a), (b)
Based upon the Issuer’s Form 10-K, filed with the Securities and Exchange
Commission on March 1, 2010, there were 117,286,788 Common Shares issued and
outstanding as of February 19, 2010. The 6,761,675 Common Shares beneficially
owned by Valence (the “Valence Shares”) represent approximately 5.8% of the
Common Shares issued and outstanding. The 73 Common Shares
beneficially owned by Synoptic (the “Synoptic Shares”) represent approximately
0.0% of the Common Shares issued and outstanding. The 6,785,450
Common Shares beneficially owned by DESCO LP (the “Subject Shares”) represent
approximately 5.8% of the Common Shares issued and outstanding. The
Subject Shares are comprised of (i) the Valence Shares, (ii) the Synoptic
Shares, and (iii) 23,702 Common Shares under the management of DESIM LLC (the
“DESIM Shares”).
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. Synoptic has the
power to vote or to direct the vote of (and the power to dispose or direct the
disposition of) the Synoptic 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 Synoptic Shares
and DESIM Shares; Synoptic disclaims beneficial ownership of the Valence Shares
and DESIM shares; and DESIM LLC disclaims beneficial ownership of the Valence
Shares and Synoptic Shares.
DESCO LP,
as managing member and investment adviser of Valence, investment adviser of
Synoptic, 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, the Synoptic Shares, and
the DESIM Shares. DESCO LLC, as Synoptic’s managing member, 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 Synoptic
Shares. As managing member of DESCO LLC, DESCO II 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 Synoptic 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, the Synoptic Shares, and the DESIM
Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any
Common Shares directly, and each such entity disclaims beneficial ownership of
the Subject Shares.
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, the investment adviser of Synoptic, and the managing member of DESIM
LLC, and by virtue of David E. Shaw’s position as President and sole shareholder
of DESCO II Inc., which is the managing member of DESCO LLC, which in turn is
the managing member of Synoptic, 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 Subject Shares. David E. Shaw
disclaims beneficial ownership of the Subject Shares.
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.
(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
January 22, 2010 through March 23, 2010, which were all brokered transactions,
are set forth below:
|
Name
|
Date
|
Price per
Share1
|
Number of Shares
Purchased/(Sold)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
1/22/2010
|
20.522
|
(500)
|
|
Synoptic
|
1/22/2010
|
20.423
|
615
|
|
Synoptic
|
1/22/2010
|
20.514
|
(700)
|
|
Synoptic
|
1/25/2010
|
20.165
|
841
|
|
Synoptic
|
1/25/2010
|
20.16
|
(10)
|
|
DESIM
|
1/26/2010
|
19.956
|
(400)
|
|
Synoptic
|
1/26/2010
|
20.087
|
200
|
|
Synoptic
|
1/26/2010
|
19.908
|
(325)
|
|
Synoptic
|
1/27/2010
|
20.189
|
1,500
|
|
Synoptic
|
1/27/2010
|
20.1410
|
(2,584)
|
|
Synoptic
|
1/28/2010
|
20.0111
|
1,673
|
|
Synoptic
|
1/28/2010
|
20.0312
|
(459)
|
|
Synoptic
|
1/29/2010
|
20.0413
|
1,209
|
|
Synoptic
|
1/29/2010
|
20.1414
|
(2,415)
|
|
Synoptic
|
2/1/2010
|
19.9415
|
3,899
|
|
Synoptic
|
2/1/2010
|
19.9516
|
(1,021)
|
|
Synoptic
|
2/2/2010
|
20.0817
|
764
|
|
Synoptic
|
2/2/2010
|
20.0118
|
(3,448)
|
|
Synoptic
|
2/3/2010
|
20.0919
|
2,119
|
|
Synoptic
|
2/3/2010
|
20.0420
|
(1,000)
|
1 Where
weighted average price is used for the reported transactions, the reporting
person undertakes to provide upon request by the U.S. Securities and Exchange
Commission, full information regarding the number of shares purchased or sold at
each separate price.
2 A
weighted average price based on prices ranging from $20.51 to
$20.52.
3 A
weighted average price based on prices ranging from $20.19 to
$20.55.
4 A
weighted average price based on prices ranging from $20.37 to
$20.60.
5 A
weighted average price based on prices ranging from $20.12 to
$20.19.
6 A
weighted average price based on prices ranging from $19.91 to
$20.05.
7 A
weighted average price based on prices ranging from $20.05 to
$20.11.
8 A
weighted average price based on prices ranging from $19.89 to
$20.07.
9 A
weighted average price based on prices ranging from $19.97 to
$20.25.
10 A
weighted average price based on prices ranging from $20.11 to
$20.26.
11 A
weighted average price based on prices ranging from $19.96 to
$20.11.
12 A
weighted average price based on prices ranging from $19.99 to
$20.08.
13 A
weighted average price based on prices ranging from $19.92 to
$20.21.
14 A
weighted average price based on prices ranging from $20.08 to
$20.15.
15 A
weighted average price based on prices ranging from $19.83 to
$20.00.
16 A
weighted average price based on prices ranging from $19.92 to
$19.98.
17 A
weighted average price based on prices ranging from $20.05 to
$20.13.
18 A
weighted average price based on prices ranging from $19.86 to
$20.13.
19 A
weighted average price based on prices ranging from $20.05 to
$20.12.
20 A
weighted average price based on prices ranging from $20.03 to
$20.08.
|
Synoptic
|
2/4/2010
|
19.8821
|
4,234
|
|
Synoptic
|
2/4/2010
|
19.9022
|
(6,054)
|
|
Synoptic
|
2/5/2010
|
19.4623
|
2,499
|
|
Synoptic
|
2/5/2010
|
19.4524
|
(1,100)
|
|
Synoptic
|
2/8/2010
|
19.5725
|
600
|
|
Synoptic
|
2/8/2010
|
19.6526
|
(255)
|
|
Synoptic
|
2/9/2010
|
19.5427
|
825
|
|
Synoptic
|
2/9/2010
|
19.5728
|
(1,050)
|
|
Synoptic
|
2/10/2010
|
19.5529
|
1,000
|
|
Synoptic
|
2/10/2010
|
19.5030
|
(935)
|
|
Synoptic
|
2/11/2010
|
19.6031
|
1,147
|
|
Synoptic
|
2/11/2010
|
19.6932
|
(1,700)
|
|
Synoptic
|
2/12/2010
|
19.7533
|
1,104
|
|
Synoptic
|
2/12/2010
|
19.6434
|
(232)
|
|
Synoptic
|
2/16/2010
|
19.9235
|
821
|
|
Synoptic
|
2/16/2010
|
19.9536
|
(1,442)
|
|
DESIM
|
2/17/2010
|
20.3537
|
(6,360)
|
|
Synoptic
|
2/17/2010
|
20.4538
|
819
|
|
Synoptic
|
2/17/2010
|
20.4339
|
(1,100)
|
|
DESIM
|
2/18/2010
|
20.4640
|
(3,142)
|
|
Synoptic
|
2/18/2010
|
20.4841
|
800
|
|
Synoptic
|
2/18/2010
|
20.4742
|
(339)
|
|
DESIM
|
2/19/2010
|
20.5343
|
(4,300)
|
|
Synoptic
|
2/19/2010
|
20.6244
|
2,007
|
|
Synoptic
|
2/19/2010
|
20.5845
|
(766)
|
|
DESIM
|
2/22/2010
|
21.6646
|
(10,772)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
2/22/2010
|
21.4547
|
700
|
|
Synoptic
|
2/22/2010
|
21.8348
|
12,043
|
|
Synoptic
|
2/22/2010
|
21.7649
|
(11,657)
|
|
Synoptic
|
2/22/2010
|
22.38
|
(50)
|
|
DESIM
|
2/23/2010
|
21.7750
|
(9,842)
|
|
Synoptic
|
2/23/2010
|
21.6151
|
111
|
|
Synoptic
|
2/23/2010
|
21.7152
|
(2,241)
|
|
DESIM
|
2/24/2010
|
21.9053
|
(2,700)
|
|
Synoptic
|
2/24/2010
|
21.9254
|
500
|
|
DESIM
|
2/25/2010
|
22.0555
|
(3,200)
|
21 A weighted average price
based on prices ranging from $19.60 to $19.98.
22 A
weighted average price based on prices ranging from $19.61 to
$20.20.
23 A
weighted average price based on prices ranging from $19.30 to
$19.67.
24 A
weighted average price based on prices ranging from $19.33 to
$19.73.
25 A
weighted average price based on prices ranging from $19.56 to
$19.58.
26 A
weighted average price based on prices ranging from $19.56 to
$19.76.
27 A
weighted average price based on prices ranging from $19.49 to
$19.57.
28 A
weighted average price based on prices ranging from $19.45 to
$19.61.
29 A
weighted average price based on prices ranging from $19.53 to
$19.55.
30 A
weighted average price based on prices ranging from $19.41 to
$19.56.
31 A
weighted average price based on prices ranging from $19.43 to
$19.71.
32 A
weighted average price based on prices ranging from $19.44 to
$19.77.
33 A
weighted average price based on prices ranging from $19.50 to
$19.83.
34 A
weighted average price based on prices ranging from $19.54 to
$19.71.
35 A
weighted average price based on prices ranging from $19.77 to
$20.00.
36 A
weighted average price based on prices ranging from $19.77 to
$20.15.
37 A
weighted average price based on prices ranging from $20.22 to
$20.51.
38 A
weighted average price based on prices ranging from $20.42 to
$20.48.
39 A
weighted average price based on prices ranging from $20.26 to
$20.52.
40 A
weighted average price based on prices ranging from $20.37 to
$20.57.
41 A
weighted average price based on prices ranging from $20.45 to
$20.66.
42 A
weighted average price based on prices ranging from $20.42 to
$20.60.
43 A
weighted average price based on prices ranging from $20.46 to
$20.63.
44 A
weighted average price based on prices ranging from $20.49 to
$20.63.
45 A
weighted average price based on prices ranging from $20.48 to
$20.63.
46 A
weighted average price based on prices ranging from $21.36 to
$22.07.
47 A
weighted average price based on prices ranging from $21.38 to
$21.53.
48 A
weighted average price based on prices ranging from $21.44 to
$22.27.
49 A
weighted average price based on prices ranging from $21.32 to
$22.13.
50 A
weighted average price based on prices ranging from $21.60 to
$21.98.
51 A
weighted average price based on prices ranging from $21.60 to
$21.79.
52 A
weighted average price based on prices ranging from $21.63 to
$21.91.
53 A
weighted average price based on prices ranging from $21.78 to
$21.98.
54 A
weighted average price based on prices ranging from $21.88 to
$21.95.
55 A
weighted average price based on prices ranging from $21.74 to
$22.48.
|
Synoptic
|
2/25/2010
|
22.0256
|
300
|
|
Synoptic
|
2/25/2010
|
22.1657
|
(258)
|
|
DESIM
|
2/26/2010
|
22.6958
|
(8,902)
|
|
Synoptic
|
2/26/2010
|
22.7359
|
645
|
|
Synoptic
|
2/26/2010
|
22.5760
|
(1,093)
|
|
DESIM
|
3/1/2010
|
22.4161
|
(3,185)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/1/2010
|
22.4362
|
5,792
|
|
Synoptic
|
3/1/2010
|
22.4363
|
555
|
|
Synoptic
|
3/1/2010
|
22.4364
|
(200)
|
|
DESIM
|
3/2/2010
|
22.7465
|
(2,700)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/2/2010
|
22.7566
|
3,300
|
|
Synoptic
|
3/2/2010
|
22.6767
|
773
|
|
Synoptic
|
3/2/2010
|
22.7468
|
(129)
|
|
DESIM
|
3/3/2010
|
22.6669
|
(1,300)
|
|
Synoptic
|
3/3/2010
|
22.64
|
800
|
|
Synoptic
|
3/3/2010
|
22.6470
|
(631)
|
|
DESIM
|
3/4/2010
|
23.1471
|
(2,500)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/4/2010
|
23.2572
|
2,903
|
|
Synoptic
|
3/4/2010
|
22.9873
|
125
|
|
Synoptic
|
3/4/2010
|
23.0174
|
(1,343)
|
|
DESIM
|
3/5/2010
|
23.4075
|
(5,671)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/5/2010
|
23.3076
|
300
|
|
Synoptic
|
3/5/2010
|
23.3677
|
627
|
|
Synoptic
|
3/5/2010
|
23.3878
|
(703)
|
|
DESIM
|
3/8/2010
|
23.4979
|
(2,214)
|
|
Synoptic
|
3/8/2010
|
23.5080
|
785
|
|
Synoptic
|
3/8/2010
|
23.4581
|
(205)
|
|
DESIM
|
3/9/2010
|
23.4682
|
(1,400)
|
|
Synoptic
|
3/9/2010
|
23.4583
|
640
|
|
Synoptic
|
3/9/2010
|
23.5184
|
(355)
|
|
DESIM
|
3/10/2010
|
23.4585
|
(1,500)
|
|
Synoptic
|
3/10/2010
|
23.4686
|
189
|
|
Synoptic
|
3/10/2010
|
23.46
|
(1)
|
|
DESIM
|
3/11/2010
|
23.2787
|
(2,100)
|
|
Synoptic
|
3/11/2010
|
23.2788
|
(505)
|
|
DESIM
|
3/12/2010
|
23.5789
|
(1,800)
|
56 A
weighted average price based on prices ranging from $21.93 to
$22.07.
57 A
weighted average price based on prices ranging from $22.10 to
$22.49.
58 A
weighted average price based on prices ranging from $22.49 to
$22.90.
59 A
weighted average price based on prices ranging from $22.48 to
$22.85.
60 A
weighted average price based on prices ranging from $22.51 to
$22.76.
61 A
weighted average price based on prices ranging from $22.36 to
$22.50.
62 A
weighted average price based on prices ranging from $22.37 to
$22.58.
63 A
weighted average price based on prices ranging from $22.41 to
$22.51.
64 A
weighted average price based on prices ranging from $22.40 to
$22.45.
65 A
weighted average price based on prices ranging from $22.60 to
$22.91.
66 A
weighted average price based on prices ranging from $22.62 to
$22.88.
67 A
weighted average price based on prices ranging from $22.64 to
$22.76.
68 A
weighted average price based on prices ranging from $22.64 to
$22.81.
69 A
weighted average price based on prices ranging from $22.51 to
$22.80.
70 A
weighted average price based on prices ranging from $22.50 to
$22.83.
71 A
weighted average price based on prices ranging from $22.75 to
$23.33.
72 A
weighted average price based on prices ranging from $23.11 to
$23.33.
73 A
weighted average price based on prices ranging from $22.91 to
$23.24.
74 A
weighted average price based on prices ranging from $22.73 to
$23.27.
75 A
weighted average price based on prices ranging from $23.28 to
$23.56.
76 A
weighted average price based on prices ranging from $23.29 to
$23.32.
77 A
weighted average price based on prices ranging from $23.28 to
$23.53.
78 A
weighted average price based on prices ranging from $23.31 to
$23.51.
79 A
weighted average price based on prices ranging from $23.37 to
$23.56.
80 A
weighted average price based on prices ranging from $23.42 to
$23.55.
81 A
weighted average price based on prices ranging from $23.43 to
$23.52.
82 A
weighted average price based on prices ranging from $23.35 to
$23.56.
83 A
weighted average price based on prices ranging from $23.38 to
$23.55.
84 A
weighted average price based on prices ranging from $23.46 to
$23.53.
85 A
weighted average price based on prices ranging from $23.41 to
$23.53.
86 A
weighted average price based on prices ranging from $23.45 to
$23.46.
87 A
weighted average price based on prices ranging from $23.18 to
$23.39.
88 A
weighted average price based on prices ranging from $23.23 to
$23.33.
89 A
weighted average price based on prices ranging from $23.35 to
$23.78.
|
Synoptic
|
3/12/2010
|
23.7290
|
(230)
|
|
DESIM
|
3/15/2010
|
23.6791
|
(2,100)
|
|
Synoptic
|
3/15/2010
|
23.75
|
98
|
|
DESIM
|
3/16/2010
|
23.8492
|
(1,300)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/16/2010
|
24.02
|
500
|
|
Synoptic
|
3/16/2010
|
23.9593
|
575
|
|
DESIM
|
3/17/2010
|
24.1494
|
(1,400)
|
|
D.
E. Shaw Oculus Portfolios, L.L.C.
|
3/17/2010
|
24.2395
|
1,700
|
|
Synoptic
|
3/17/2010
|
24.2696
|
1,100
|
|
Synoptic
|
3/17/2010
|
24.2097
|
(1,454)
|
|
Valence
|
3/17/2010
|
24.2098
|
(41,154)
|
|
DESIM
|
3/18/2010
|
24.2599
|
(200)
|
|
Synoptic
|
3/18/2010
|
24.29
|
(31)
|
|
Valence
|
3/18/2010
|
24.27100
|
(100,000)
|
|
DESIM
|
3/19/2010
|
24.43101
|
(400)
|
|
Synoptic
|
3/19/2010
|
24.29102
|
686
|
|
Synoptic
|
3/19/2010
|
24.33103
|
(600)
|
|
Valence
|
3/19/2010
|
24.32104
|
(100,000)
|
|
Synoptic
|
3/22/2010
|
24.22
|
(3)
|
|
Valence
|
3/22/2010
|
24.48105
|
(100,000)
|
|
Synoptic
|
3/23/2010
|
24.72106
|
(230)
|
|
Synoptic
|
3/23/2010
|
24.54
|
60
|
|
Valence
|
3/23/2010
|
24.70107
|
(100,000)
|
(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.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 6 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Valence
maintains an open short position of 400 Common Shares.
DESCO LP
is the investment adviser and DESCO LLC is the managing member of
D. E. Shaw Oculus Portfolios, L.L.C., which maintains an open short
position of 1,818 Common Shares.
Except
for the matters described herein, neither the Reporting Persons nor, to the best
knowledge of any Reporting Person, any of the persons listed in Item 2 has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer as of March 23, 2010.
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
Exhibit
1
|
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.
|
90 A
weighted average price based on prices ranging from $23.62 to
$23.77.
91 A
weighted average price based on prices ranging from $23.56 to
$23.84.
92 A
weighted average price based on prices ranging from $23.65 to
$24.02.
93 A
weighted average price based on prices ranging from $23.88 to
$24.02.
94 A
weighted average price based on prices ranging from $23.96 to
$24.50.
95 A
weighted average price based on prices ranging from $24.14 to
$24.42.
96 A
weighted average price based on prices ranging from $24.16 to
$24.38.
97 A
weighted average price based on prices ranging from $24.12 to
$24.44.
98 A
weighted average price based on prices ranging from $24.02 to
$24.53.
99 A
weighted average price based on prices ranging from $24.12 to
$24.38.
100 A
weighted average price based on prices ranging from $24.09 to
$24.39.
101 A
weighted average price based on prices ranging from $24.35 to
$24.50.
102 A
weighted average price based on prices ranging from $24.23 to
$24.35.
103 A
weighted average price based on prices ranging from $24.24 to
$24.48.
104 A
weighted average price based on prices ranging from $24.26 to
$24.51.
105 A
weighted average price based on prices ranging from $24.41 to
$24.52.
106 A
weighted average price based on prices ranging from $24.69 to
$24.77.
107 A
weighted average price based on prices ranging from $24.50 to
$24.85.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete, and correct.
Dated: March
23, 2010
|
|
D.
E. SHAW VALENCE PORTFOLIOS, L.L.C.
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Authorized
Signatory
|
|
|
|
|
| |
|
|
|
|
D.
E. SHAW & CO., L.P.
|
| |
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Chief
Compliance Officer
|
|
|
|
|
| |
|
|
|
|
DAVID
E. SHAW
|
|
|
|
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Attorney-in-Fact
for David E. Shaw
|
Exhibit
1
POWER OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart
Steckler,
Maximilian
Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as the general
partner of D. E. Shaw & Co., L. P. and general partner, managing member, or
manager of other entities, any of which in turn may be acting for itself or
other entities) all documents, certificates, instruments, statements, other
filings, and amendments to the foregoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation Forms
3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the
Securities and Exchange Commission; and delivering, furnishing, or filing any
such documents to or with the appropriate governmental or regulatory
authority. Any such determination shall be conclusively evidenced by
such person’s execution, delivery, furnishing, and/or filing of the applicable
document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: October
24, 2007
DAVID E.
SHAW, as President of
D. E.
Shaw & Co., Inc.
/s/ David
E. Shaw
New York,
New York