ss13da4-ion_cigmedia.htm
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of
1934
(Amendment
No.
16)*
Class
A Common Stock, par value
$0.001 per share
|
(Title
of
Class of Securities)
Matthew
B.
Hinerfeld
Citadel
Investment Group,
L.L.C.
131
S. Dearborn Street, 32nd
Floor
Chicago,
Illinois
60603
|
(Name,
address and telephone numbers of person authorized to receive notices and
communications)
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
SCHEDULE
13D
CUSIP
No. 46205A103
|
|
Page 2
of 10
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIG
Media
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC
USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF;
WC
|
5
|
CHECK
BOX 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
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
557,331,3861
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
557,331,3861
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.84%2
|
14
|
TYPE
OF REPORTING PERSON
OO
|
1
All
capitalized terms used but not
otherwise defined in the footnotes to these cover pages shall have the
meanings
given to them in the Master Transaction Agreement. The aggregate
number of Shares that the Reporting Persons may be deemed to beneficially
own is
the sum of the following (i) 44,765,516 Shares beneficially owned by
the
Reporting Persons; (ii) 15,455,062 Shares that would be beneficially
owned by
the Reporting Persons upon the Call Closing; (iii) 8,311,639 Shares that
would
be issued to the Reporting Persons upon conversion of the 8,311.639 shares
of
Class B Common Stock that would be beneficially owned by the Purchaser
upon the
Call Closing; (iv) 164,080,068 Shares that would be issued to the Reporting
Persons upon conversion of $123,060,051 of the Company's Series B Convertible
Subordinated Debt beneficially owned by the Purchaser; (v) 100,000,000
Shares
that would be issued to the Purchaser upon exercise of the Warrant; and
(vi)
224,719,101 Shares that would be issued to the Reporting Persons upon
conversion
of the $200,000,000 stated liquidation value of Series E-2 Convertible
Preferred
that the Reporting Persons received pursuant to Section 10.11 of the
Master
Transaction Agreement. With respect to the Call Shares identified in
sub-clauses (ii) and (iii) of this footnote 1, pursuant to the Call Agreement,
the obligation of the Paxson Stockholders to deliver the Call Shares
to the
Purchaser is conditioned on the completion of the Offer and other material
conditions, including FCC approval, which approval shall have become
a final
order, of the purchase of the Call Shares by the Purchaser and other
conditions
contained in the Call Agreement. Under
the
Call Agreement, the requirement for a final order from the FCC may be
waived by
CIG, and CIG currently intends to grant such waiver. On December
31, 2007, the FCC released an order, which became effective on January
2, 2008,
approving the transfer of control of the Company from Lowell W. Paxson
and
Paxson Management Corporation to CIG. However, the FCC order is not a
final order and is subject to reconsideration or judicial review. If
neither reconsideration nor judicial review is initiated, the FCC order
will
become a final order 40 days from the date it became effective. The
164,080,068 Shares that would be issued to the Reporting Persons upon
conversion
of $123,060,051 of the Company's Series B Convertible Subordinated Debt
beneficially owned by the Purchaser identified in clause (iv) of this
footnote 1
includes (x) 133,333,333 Shares that would be issued to the Reporting
Persons
upon conversion of $100 million of the Company’s Series B Convertible
Subordinated Debt purchased by the Reporting Persons on May 4, 2007;
(y)
20,000,000 Shares that would be issued upon conversion of $15 million
of the
Company’s Series B Convertible Subordinated Debt purchased by the Reporting
Persons on August 21, 2007; and (z) 10,746,735 Shares that would be issued
upon
conversion of $8,060,051 of the Company’s Series B Convertible Subordinated Debt
issued to the Reporting Persons in the Contingent Exchange on August
21,
2007.
Based
on
information reported by the NBCU Entities, National Broadcasting Company
Holding, Inc. and General Electric Company in Amendment No. 12 to the
Schedule
13D filed with the Securities and Exchange Commission on August 23, 2007,
NBC
Palm Beach I holds 25,000 shares of 11% Series B Preferred Stock, 9337.8627
shares of Series D Convertible Preferred and 3,107 shares of Series E-1
Convertible Preferred and NBCU owns $31,621,373 in face value of Series
B
Convertible Subordinated Debt which, in the aggregate, are convertible
into
541,426,667 Shares. If the Reporting Persons and the NBCU Entities
were deemed to be a group by virtue of the transactions described in
Item 4 of
this Schedule 13D, the Reporting Persons would be deemed to beneficially
own an
aggregate of 1,098,758,053 Shares. However, the Reporting Persons
expressly disclaim beneficial ownership of the shares of 11% Series B
Preferred
Stock, Series D Convertible Preferred and Series E-1 Convertible Preferred
and
the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
2
The
denominator used in calculating this percentage is 563,857,328 which
is the sum
of (i) 66,746,520 outstanding Shares as of November 8, 2007 (as reported
in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2007, filed with the Securities and Exchange Commission on November
13,
2007) and (ii) 497,110,808 Shares that would be issued upon conversion
of the
securities disclosed in footnote 1 items (iii) through (vi) of this Schedule
13D. If the Reporting Persons and the NBCU Entities were deemed to be
a group by virtue of the transactions described in Item 4 of this Schedule
13D,
the Reporting Persons would be deemed to beneficially own approximately
99.41%
of the Shares. However, the Reporting Persons expressly disclaim
beneficial ownership of the shares of 11% Series B Preferred Stock, Series
D
Convertible Preferred, and Series E-1 Convertible Preferred and the Series
B
Convertible Subordinated Debt owned by any of the NBCU
Entities.
SCHEDULE
13D
CUSIP
No. 46205A103
|
|
Page 3
of 10
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited
Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC
USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
557,331,3863
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
557,331,3863
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.84%4
|
14
|
TYPE
OF REPORTING PERSON
PN;
IA
|
SCHEDULE
13D
CUSIP
No. 46205A103
|
|
Page 4
of 10
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group,
L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC
USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX 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
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
557,331,3865
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
557,331,3865
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.84%6
|
14
|
TYPE
OF REPORTING PERSON
OO;
HC
|
5 See
footnote 1
above.
SCHEDULE
13D
CUSIP
No. 46205A103
|
|
Page 5
of 10
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC
USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
557,331,3867
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
557,331,3867
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.84%8
|
14
|
TYPE
OF REPORTING PERSON
IN;
HC
|
This
Amendment No. 16 to Schedule 13D (“Amendment No. 16”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission on January 26,
2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on
February 23, 2007 (“Amendment No. 1”), Amendment No. 2 filed on March 15, 2007
(“Amendment No. 2”), Amendment No. 3 filed on March 30, 2007 (“Amendment No.
3”), Amendment No. 4 filed on April 10, 2007 (“Amendment No. 4”), and Amendment
No. 5 filed on April 12, 2007 (“Amendment No. 5”), Amendment No. 6 filed on
April 30, 2007 (“Amendment No. 6”), Amendment No. 7 filed under cover of
Schedule TO on May 8, 2007 (“Amendment No. 7”), Amendment No. 8 filed under
cover of Schedule TO on May 10, 2007 (“Amendment No. 8”), Amendment No. 9 filed
under cover of Schedule TO on May 14, 2007 (“Amendment No. 9”), Amendment No. 10
filed under cover of Schedule TO on June 5, 2007 (“Amendment No. 10”), Amendment
No. 11 filed under cover of Schedule TO on June 8, 2007 (“Amendment No. 11”),
Amendment No. 12 filed under cover of Schedule TO on June 18, 2007 (“Amendment
No. 12”), Amendment No. 13 filed on June 22, 2007 (“Amendment No. 13”),
Amendment No. 14 filed on July 27 2007 (“Amendment No. 14”), and Amendment No.
15 filed on August 23, 2007 (“Amendment No. 15” and, together with the Original
Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No.
4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment
No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No.
13
and Amendment No. 14, the “Schedule 13D”), by CIG Media LLC, a
Delaware limited liability company (“CM”), Citadel Limited Partnership, a
Delaware limited partnership (“CLP”), Citadel Investment Group, L.L.C., a
Delaware limited liability company (“CIG”), and Kenneth Griffin, a natural
person (“Griffin” and, together with CM, CLP and CIG, the “Reporting Persons”),
with respect to shares of Class A common stock, par value $0.001 per share
(“Class A Common Stock”), of ION Media Networks, Inc., a Delaware corporation
(the “Issuer”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Schedule
13D. As specifically amended and supplemented by this Amendment No.
16, the Schedule 13D shall remain in full force and effect.
ITEM
4.
Purpose of
Transaction.
Item
4 of the Schedule 13D is hereby
amended and supplemented by adding the following immediately after the last
paragraph thereof:
On
December 31, 2007, the Federal
Communications Commission (the “FCC”) released an order, which became effective
on January 2, 2008, approving the transfer of control of the Issuer from Lowell
W. Paxson and Paxson Management Corporation to CM. However, the FCC
order is not a final and is subject to reconsideration or judicial
review. If neither reconsideration nor judicial review is initiated,
the FCC order will become a final order 40 days from the date it became
effective. Under the Call Agreement, the requirement for a final
order from the FCC may be waived by CM, and CM currently intends to grant such
waiver.
Except
as set forth herein, in the
Schedule 13D, and in the exhibits hereto and thereto, the Reporting Persons
have
no present plans or proposals that would result in or relate to any of the
transactions or changes listed in Items 4(a) through 4(j) of the form of
Schedule 13D.
ITEM
5. Interests in Securities
of
the Issuer.
Item
5 of the Schedule 13D, Item 5 is
hereby amended by replacing paragraphs (a), (b) and (c) of Item 5 in their
entirety with the following:
|
(a)
|
Number
of
Shares
|
Percentage
of
Shares
|
|
|
557,331,3869
|
98.84%10
|
By
virtue of
the transactions described in Item 4 of this Schedule 13D, NBCU and the
Reporting Persons may be deemed to be a group for purposes of Section 13(d)
of
the Exchange Act. However, neither the filing of this Schedule 13D
nor any of its contents will be deemed to constitute an admission that any
of
the Reporting Persons is a beneficial owner of any shares of equity securities
owned by NBCU for purposes of Section 13(d) of the Exchange Act, or for any
other purpose, and such beneficial ownership is expressly
disclaimed.
|
(b)
|
Sole power
to vote
or direct the vote: 0 |
|
|
|
|
|
|
|
Shared
power to vote or direct the vote: 557,331,38611 |
|
|
|
|
|
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
|
|
|
|
|
Shared
power to dispose or direct the disposition: 557,331,38612 |
|
The
power
to vote or to direct the vote or to dispose or direct the disposition of
the
557,331,386 shares of the Class A Common Stock reported herein is shared
among
the Reporting Persons.
By
virtue
of the transactions described in Item 4 of this Schedule 13D, NBCU and the
Reporting Persons may be deemed to be a group for purposes of Section 13(d)
of
the Exchange Act. However, neither the filing of this Schedule 13D
nor any of its contents will be deemed to constitute an admission that any
of
the Reporting Persons has the sole or shared power to vote or direct the
vote or
dispose or direct the disposition of any shares of equity securities owned
by
NBCU for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, and such sole or shared power to vote or direct the vote or dispose
or
direct the disposition of such shares of equity securities is expressly
disclaimed.
Except
as
disclosed in Item 4 hereof, none of the Reporting Persons, nor to the best
of
their knowledge, any of their directors or executive officers, has effected
any
transaction in the Shares during the past 60 days.
9
The
aggregate number of Shares that the
Reporting Persons may be deemed to beneficially own is the sum of the following
(i) 44,765,516 Shares beneficially owned by the Reporting Persons; (ii)
15,455,062 Shares that would be beneficially owned by the Reporting Persons
upon
the Call Closing; (iii) 8,311,639 Shares that would be issued to the Reporting
Persons upon conversion of the 8,311.639 shares of Class B Common Stock that
would be beneficially owned by the Purchaser upon the Call Closing; (iv)
164,080,068 Shares that would be issued to the Reporting Persons upon conversion
of $123,060,051 of the Company's Series B Convertible Subordinated Debt
beneficially owned by the Purchaser; (v) 100,000,000 Shares that would be
issued
to the Purchaser upon exercise of the Warrant; and (vi) 224,719,101 Shares
that
would be issued to the Reporting Persons upon conversion of the $200,000,000
stated liquidation value of Series E-2 Convertible Preferred that the Reporting
Persons received pursuant to Section 10.11 of the Master Transaction
Agreement. With respect to the Call Shares identified in sub-clauses
(ii) and (iii) of this footnote 1, pursuant to the Call Agreement, the
obligation of the Paxson Stockholders to deliver the Call Shares to the
Purchaser is conditioned on the completion of the Offer and other material
conditions, including FCC approval, which approval shall have become a final
order, of the purchase of the Call Shares by the Purchaser and other conditions
contained in the Call Agreement. Under
the
Call Agreement, the requirement for a final order from the FCC may be waived
by
CM, and CM currently intends to grant such waiver. On December 31,
2007, the FCC released an order, which became effective on January 2, 2008,
approving the transfer of control of the Company from Lowell W. Paxson and
Paxson Management Corporation to CM. However, the FCC order is not a
final order and is subject to reconsideration or judicial review. If
neither reconsideration nor judicial review is initiated, the FCC order will
become a final order 40 days from the date it became effective. The
164,080,068 Shares that would be issued to the Reporting Persons upon conversion
of $123,060,051 of the Company's Series B Convertible Subordinated Debt
beneficially owned by the Purchaser identified in clause (iv) of this footnote
1
includes (x) 133,333,333 Shares that would be issued to the Reporting Persons
upon conversion of $100 million of the Company’s Series B Convertible
Subordinated Debt purchased by the Reporting Persons on May 4, 2007; (y)
20,000,000 Shares that would be issued upon conversion of $15 million of
the
Company’s Series B Convertible Subordinated Debt purchased by the Reporting
Persons on August 21, 2007; and (z) 10,746,735 Shares that would be issued
upon
conversion of $8,060,051 of the Company’s Series B Convertible Subordinated Debt
issued to the Reporting Persons in the Contingent Exchange on August 21,
2007.
Based
on
information reported by the NBCU Entities, National Broadcasting Company
Holding, Inc. and General Electric Company in Amendment No. 12 to the Schedule
13D filed with the Securities and Exchange Commission on August 23, 2007,
NBC
Palm Beach I holds 25,000 shares of 11% Series B Preferred Stock, 9337.8627
shares of Series D Convertible Preferred and 3,107 shares of Series E-1
Convertible Preferred and NBCU owns $31,621,373 in face value of Series
B
Convertible Subordinated Debt which, in the aggregate, are convertible
into
541,426,667 Shares. If the Reporting Persons and the NBCU Entities
were deemed to be a group by virtue of the transactions described in Item
4 of
this Schedule 13D, the Reporting Persons would be deemed to beneficially
own an
aggregate of 1,098,758,053 Shares. However, the Reporting Persons
expressly disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred and Series E-1 Convertible Preferred
and
the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
10
The
denominator used in calculating this percentage is 563,857,328 which is the
sum
of (i) 66,746,520 outstanding Shares as of November 8, 2007 (as reported in
the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2007, filed with the Securities and Exchange Commission on November 13,
2007) and (ii) 497,110,808 Shares that would be issued upon conversion of the
securities disclosed in footnote 1 items (iii) through (vi) of this Schedule
13D. If the Reporting Persons and the NBCU Entities were deemed to be
a group by virtue of the transactions described in Item 4 of this Schedule
13D,
the Reporting Persons would be deemed to beneficially own approximately 99.41%
of the Shares. However, the Reporting Persons expressly disclaim
beneficial ownership of the shares of 11% Series B Preferred Stock, Series
D
Convertible Preferred, and Series E-1 Convertible Preferred and the Series
B
Convertible Subordinated Debt owned by any of the NBCU
Entities.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: January
4, 2008
CIG
MEDIA
LLC |
|
KENNETH
GRIFFIN |
By: |
Citadel
Limited Partnership, |
|
|
|
|
its
Portfolio Manager |
|
|
|
|
|
|
|
|
By: |
Citadel
Investment Group, L.L.C., |
|
By: |
/s/
Matthew Hinerfeld |
|
its
General Partner |
|
|
Matthew
Hinerfeld, attorney-in-fact* |
|
|
|
|
|
By: |
/s/
Matthew Hinerfeld |
|
|
|
|
Matthew
Hinerfeld, Managing |
|
|
|
|
Director
and Deputy General Counsel |
|
|
|
|
|
|
CITADEL
INVESTMENT GROUP,
L.L.C. |
|
|
|
|
|
CITADEL
LIMITED
PARTNERSHIP |
|
|
|
By: |
Citadel
Investment Group, L.L.C., |
|
|
|
|
its
General Partner |
|
By: |
/s/
Matthew Hinerfeld |
|
|
|
|
Matthew
Hinerfeld, Managing |
|
|
|
|
Director
and Deputy General Counsel |
|
|
|
|
|
By: |
/s/
Matthew Hinerfeld |
|
|
|
|
Matthew
Hinerfeld, Managing |
|
|
|
|
Director
and Deputy General Counsel |
|
|
|
*
Matthew
Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant
to a power of attorney previously filed with the Securities and Exchange
Commission
on February
4, 2005, and hereby
incorporated by reference herein.
The
power
of attorney was filed as an attachment
to a filing by Citadel Limited Partnership
on Schedule 13G/A
for
Komag,
Incorporated.