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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAXEY PARTNERS LTD THE OLD CHAPEL ISLE OF MAN, X0 IM3 1NA |
See Explanation of Responses | |||
LAXEY INVESTORS LTD X1 |
See explanation of responses | |||
PEGGE ANDREW X1 |
See explanation of responses | |||
KINGSNORTH COLIN X1 |
See explanation of responses | |||
LAXEY UNIVERSAL VALUE LP X1 |
See explanation of responses | |||
LAXEY INVESTORS LP X1 |
See explanation of responses | |||
LP VALUE LTD X1 |
See explanation of responses | |||
VALUE CATALYST FUND LTD X1 |
See explanation of responses |
Chris Bruce, Laxey Partners | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Andrew Pegge, Laxey Investors Limited | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Andrew Pegge | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Colin Kingsnorth | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Chris Bruce, Laxey Universal Value, LP | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Chris Bruce, Laxey Investors L.P. | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Chris Bruce, LP Value Limited | 09/28/2004 | |
**Signature of Reporting Person | Date | |
Elizabeth Tansell, The Value Catalyst Fund Ltd | 09/28/2004 | |
**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 shares are beneficially owned by LIL. |
(2) | These shares are beneficially owned by various unaffiliated third parties within various third party discretionary accounts managed by Laxey. |
(3) | These shares are beneficially owned by LPV. |
(4) | These shares are beneficially owned by LILP. |
(5) | These shares are beneficially owned by LUV. |
(6) | These shares are beneficially owned by Catalyst. |
(7) | These shares are owned directly by Laxey and indirectly by Kingsnorth and Pegge by virtue of their ownership of the outstanding equity of Laxey. |
Remarks: This statement is being filed jointly by (i) Laxey Partners Limited, an Isle of Man company ("Laxey"), (ii) The Value Catalyst Fund Limited, a Cayman Islands company ("Catalyst"), (iii) Laxey Investors Limited, a British Virgin Islands company ("LIL"), (iv) LP Value Limited, a British Virgin Islands company ("LPV"), (v) Laxey Investors L.P., a Delaware limited partnership ("LILP"), (vi) Laxey Universal Value, LP, a Delaware limited partnership ("LUV"), (vii) Colin Kingsnorth, a British citizen ("Kingsnorth") and (viii) Andrew Pegge, a British citizen ("Pegge"). Laxey serves as the investment manager of Catalyst, LIL, LPV, LILP, LUV, and various third party discretionary accounts for the benefit of various unaffiliated third parties. Kingsnorth owns one-half of the outstanding equity of Laxey. Pegge owns one-half of the outstanding equity of Laxey. The shares owned by the various entities listed above, in the aggregate, exceed 10% of the outstanding shares of the TFC. Laxey, an investment adviser registered under ?203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3), holds all of the TFC shares listed in the table above for the benefit of its clients, Catalyst, LIL, LPV, LILP, LUV, and various third party discretionary accounts in the ordinary course of business, except for 1,000 shares of TFC owned directly by Laxey and indirectly by Kingsnorth and Pegge by virtue of their ownership of the outstanding equity of Laxey. None of such shares were acquired with the purpose or effect of changing or influencing control of the issuer or engaging in any arrangement subject to Rule 13d-3(b). Laxey, Kingsnorth or Pegge are not the beneficial owners of any such TFC shares (except for the 1,000 shares owned directly by Laxey) as the term ?beneficial owner? is defined in Rule 16a-1(a)(1)(v). This filing shall not be an admission by any of the listed parties that they are subject to reporting under Section 16(a), and the filers disclaim any such obligation. |