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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 4.5% Convertible Bonds | $ 93.21 | 06/19/2008 | P | 1,000 | 06/19/2008 | 07/15/2014 | Common Stock | 10,729 | $ 1,000 | 1,000 (1) | I | By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd. | |||
| 4.5% Convertible Bonds | $ 93.21 | 06/23/2008 | S | 1,000 | 06/19/2008 | 07/15/2014 | Common Stock | 10,729 | $ 982.5 | 0 (1) | I | By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LUCE MICHAEL D 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM, AL 35203 |
X | |||
| HARBERT RAYMOND J 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM, AL 35203 |
X | |||
| /s/ Michael D. Luce | 06/23/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Raymond J. Harbert | 06/23/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities are owned by Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd. (the "Capital Structure Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael D. Luce. Raymond J. Harbert and Michael D. Luce are members of the entity that serves as the managing member of the investment manager of the Capital Structure Fund. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (2) | On June 20, 2008, the Capital Structure Fund sold these securities pursuant to a short transaction. On June 23, 2008, the Capital Structure Fund covered the short transaction. As of the date of this filing, the Capital Structure Fund no longer owns any securities of the issuer. |
| (3) | These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael D. Luce. Raymond J. Harbert and Michael D. Luce are members of the entity that serves as the managing member of the investment manager of the Master Fund. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael Luce. Raymond J. Harbert and Michael D. Luce are shareholders of the entity that wholly owns the managing member of the Special Situations Fund's general partner. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |