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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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. |
42224H104 |
1 | NAMES OF REPORTING PERSONS: Sapling, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 697,715 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
697,715 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
697,715 | |||||
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): | ||||
6.0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
2
CUSIP No. |
42224H104 |
1 | NAMES OF REPORTING PERSONS: Fir Tree Recovery Master Fund, L.P. |
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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) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 325,115 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
325,115 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
325,115 | |||||
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): | ||||
2.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
3
CUSIP No. |
42224H104 |
1 | NAMES OF REPORTING PERSONS: Fir Tree, Inc. |
||||
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) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
New York | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,022,830 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,022,830 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,022,830 | |||||
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): | ||||
8.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
4
5
(a) | Sapling and Fir Tree Recovery are the beneficial owners of 697,715 shares of Common Stock and 325,115 shares of Common Stock, respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Sapling and Fir Tree Recovery as a result of being the investment manager of Sapling and Fir Tree Recovery. | ||
(b) | Sapling and Fir Tree Recovery are the beneficial owners of 6.0% and 2.8%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 1,022,830 shares of Common Stock which represent 8.8% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares beneficially held by 11,650,000, the number of shares of Common Stock issued and outstanding as of November 14, 2006, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 14, 2006. | ||
(c) | Sapling may direct the vote and disposition of 697,715 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 325,115 shares of Common Stock. Fir Tree has been granted investment discretion over the shares of Common Stock held by Sapling and Recovery. |
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
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SAPLING, LLC | ||||
By: | FIR TREE, INC., its Manager | |||
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President | ||||
FIR TREE RECOVERY MASTER FUND, L.P. | ||||
By: | FIR TREE, INC., its Manager | |||
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President | ||||
FIR TREE, INC. |
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President |
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SAPLING, LLC | ||||
By: | FIR TREE, INC., its Manager | |||
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President | ||||
FIR TREE RECOVERY MASTER FUND, L.P. | ||||
By: | FIR TREE, INC., its Manager | |||
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President | ||||
FIR TREE, INC. | ||||
By: /s/ Jeffrey Tannenbaum | ||||
Name: Jeffrey Tannenbaum | ||||
Title: President |
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