- Statement of Beneficial Ownership (SC 13D)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

 

 

 

 

Sybase, Inc.

(Name of Issuer)

 

 

 

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

 

871130100

(CUSIP Number)

 

 

Adam J. Semler        

York Capital Management Global Advisors, LLC

767 Fifth Avenue, 17 ^th Floor

New York, New York 10153

Telephone: [phone]

With copies to:

Richard P. Swanson, Esq.

Arnold & Porter LLP

399 Park Avenue

New York, New York 10022

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

May 13, 2010

(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   ¨ .

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 (“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).

 

 

 

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CUSIP No. 871130100		13D

 

1)		NAMES OF REPORTING PERSONS       JGD Management Corp.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   ¨         (b)   x
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)   ¨
6)		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7)		SOLE VOTING POWER       596,439
				8)		SHARED VOTING POWER       -0-
				9)		SOLE DISPOSITIVE POWER       596,439
				10)		SHARED DISPOSITIVE POWER       -0-
11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       596,439
12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)     ¨
13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        Approximately 0.7%
14)		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       IA, CO

 

Page 2 of 21 Pages

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CUSIP No. 871130100		13D

 

1)		NAMES OF REPORTING PERSONS       York Capital Management Global Advisors, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   ¨         (b)   x
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)   ¨
6)		CITIZENSHIP OR PLACE OF ORGANIZATION       New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7)		SOLE VOTING POWER       3,659,183
				8)		SHARED VOTING POWER       -0-
				9)		SOLE DISPOSITIVE POWER       3,659,183
				10)		SHARED DISPOSITIVE POWER       -0-
11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       3,659,183
12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)      ¨
13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        Approximately 4.2%
14)		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       IA

 

Page 3 of 21 Pages

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Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value (the “Common Stock”) of Sybase, Inc. (the “Company”).

The principal executive offices of the Company are located at One Sybase Drive, Dublin, California 94568.

 

Item 2.

Identity and Background

(a) This Statement is being filed jointly by JGD Management Corp., a Delaware corporation (“JGD”), d/b/a York Capital Management, and York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA” and, together with JGD, the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached hereto as Exhibit 1.

This Statement is being filed by JGD with respect to 596,439 shares of Common Stock directly owned by certain accounts (the “Managed Accounts”) managed by JGD. James G. Dinan is the sole shareholder of JGD.

This Statement is being filed by YGA with respect to:

(i) 880,224 shares of Common Stock directly owned by York Capital Management, L.P., a Delaware limited partnership (“York Capital”);

(ii) 1,378,997 shares of Common Stock directly owned by York Investment Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Investment”);

(iii) 418,921 shares of Common Stock directly owned by York Select, L.P., a Delaware limited partnership (“York Select”);

(iv) 388,822 shares of Common Stock directly owned by York Select Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Master”);

(v) 159,093 shares of Common Stock directly owned by York Global Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Global Value”);

(vi) 229,420 shares of Common Stock directly owned by York European Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“York European Opportunities”);

 

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(vii) 45,842 shares of Common Stock directly owned by York European Focus Master Fund, L.P., a Cayman Islands exempted limited partnership (“York European Focus”);

(viii) 4,915 shares of Common Stock directly owned by York Long Enhanced Fund, L.P., a Delaware limited partnership (“York Long Enhanced”); and

(ix) 152,949 shares of Common Stock directly owned by Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“Jorvik”).

YGA, the sole managing member of the general partner of each of York Capital, York Investment, York Select, York Select Master, York Global Value, York European Opportunities, York European Focus, York Long Enhanced and Jorvik, exercises investment discretion over such investment funds and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by such investment funds.

James G. Dinan is the chairman and one of two senior managers of YGA. Daniel A. Schwartz is also a senior manager of YGA.

Dinan Management, L.L.C., a New York limited liability company (“Dinan Management”), is the general partner of York Capital, York Investment and Jorvik. YGA is the sole managing member of Dinan Management.

York Select Domestic Holdings, LLC, a New York limited liability company (“York Select Domestic Holdings”), is the general partner of York Select and York Select Master. YGA is the sole managing member of York Select Domestic Holdings.

York Global Value Holdings, LLC, a New York limited liability company (“York Global Value Holdings”), is the general partner of York Global Value. YGA is the sole managing member of York Global Value Holdings.

York European Opportunities Domestic Holdings, LLC, a New York limited liability company (“York European Opportunities Domestic Holdings”), is the general partner of York European Opportunities. YGA is the sole managing member of York European Opportunities Domestic Holdings.

York European Focus Domestic Holdings, LLC, a New York limited liability company (“York European Focus Domestic Holdings”), is the general partner of York European Focus. YGA is the sole managing member of York European Focus Domestic Holdings.

York Long Enhanced Domestic Holdings, LLC, a New York limited liability company (“York Long Enhanced Domestic Holdings”), is the general partner of

 

Page 5 of 21 Pages

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York Long Enhanced. YGA is the sole managing member of York Long Enhanced Domestic Holdings.

The name of each director and each executive officer of JGD is set forth on Exhibit 2 to this Statement, which is incorporated herein by reference.

(b) The principal business office address of each of JGD, YGA, York Capital, York Investment, York Select, York Select Master, York Global Value, York European Opportunities, York European Focus, York Long Enhanced, Jorvik, Dinan Management, York Select Domestic Holdings, York Global Value Holdings, York European Opportunities Domestic Holdings, York European Focus Domestic Holdings, York Long Enhanced Domestic Holdings, James G. Dinan and Daniel A. Schwartz is:

c/o York Capital Management

767 Fifth Avenue, 17th Floor

New York, New York 10153

The business address of each other person named in Item 2(a) above is set forth on Exhibit 2 to this Statement, which is incorporated herein by reference.

(c) JGD and YGA provide investment management services to certain investment funds and accounts for which they have discretionary investment authority.

Each of York Capital, York Investment, York Select, York Select Master, York Global Value, York European Opportunities, York European Focus, York Long Enhanced and Jorvik is a privately owned investment limited partnership in the principal business of purchasing for investment trading purposes securities and other financial instruments.

Dinan Management is a privately owned limited liability company in the principal business of acting as the general partner of York Capital, York Investment and Jorvik and the general partner or manager of four other private investment funds.

York Select Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Select and York Select Master and the manager of one other private investment fund.

York Global Value Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Global Value and the manager of one other private investment fund.

York European Opportunities Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York European Opportunities.

 

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York European Focus Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York European Focus.

York Long Enhanced Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Long Enhanced.

The present principal occupation or employment of each other person named in Item 2(a) above is set forth on Exhibit 2 to this Statement, which is incorporated herein by reference.

(d)-(e) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any other person named in Item 2(a) above has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each natural person named in Item 2(a) above is set forth on Exhibit 2 to this Statement, which is incorporated herein by reference.

 

Item 3.

Source and Amount of Funds or Other Consideration

As of May 24, 2010, the aggregate amount of funds used to purchase the securities of the Company listed in Item 5(a)(i) and (ii) was approximately $273,603,384.

The source of the funds used by the Reporting Person for the purchase of the securities of the Company listed in Item 5(a)(i) and (ii) was the respective working capital of the following advisory clients of the Reporting Persons: (i) approximately $38,386,346 of working capital of the Managed Accounts; (ii) approximately $56,570,449 of working capital of York Capital; (iii) approximately $88,625,711 of working capital of York Investment; (iv) approximately $26,923,315 of working capital of York Select; (v) approximately $24,988,906 of working capital of York Select Master; (vi) approximately $10,224,627 of working capital of York Global Value; (vii) approximately $14,781,267 of working capital of York European Opportunities; (viii) approximately $2,957,121 of working capital of York Focus Opportunities; (ix) approximately $315,879 of working capital of York Long Enhanced and (x) approximately $9,829,763 of working capital of Jorvik. Working capital in each of these cases was provided by capital contributions of partners, unitholders or shareholders, as the case may be, and internally generated funds.

 

Item 4.

Purpose of Transaction

 

Page 7 of 21 Pages

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The Reporting Persons acquired the securities of the Company described in Item 5 of this Statement for investment purposes and not with a view towards changing or influencing control of the Company. A tender offer (the “Tender Offer”) to acquire all outstanding shares of Common Stock of the Company by Sheffield Acquisition Corp., a wholly owned subsidiary of SAP America, Inc., which is a wholly-owned subsidiary of SAP AG, was announced on May 12, 2010. The Reporting Persons acquired shares of Common Stock following the public announcement of the Tender Offer and may be deemed to have acquired the shares of Common Stock in connection with the Tender Offer under interpretations of the Staff of the Securities and Exchange Commission.

The Reporting Persons reserve the right to purchase additional shares of Common Stock, either separately or together with other persons, to sell all or some of the shares of Common Stock beneficially owned by them or to otherwise trade in the shares of Common Stock, in open market or private transactions, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons and/or the Managed Accounts, market conditions or other factors. The Reporting Persons also reserve the right to acquire or dispose of derivatives or other instruments related to shares of Common Stock or other securities of the Company, provided that in their judgment such transactions are advisable.

Except as described above, the Reporting Persons do not have any plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d) any change in the board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Company;

(f) any other material change in the Company’s business or corporate structure;

(g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

 

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(h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of registered national securities association;

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to those enumerated in clauses (a)-(i) above.

The Reporting Persons reserve the right to consider, either separately or together with other persons, plans or proposals relating to or resulting in the occurrence of one or more of the transactions described in clauses (a)-(j) above in the future depending upon then existing factors, including without limitation the market for the shares of Common Stock, the Company’s then prospects, alternative investment opportunities, general economic and money-market investment conditions and other factors deemed relevant from time to time.

 

Item 5.

Interest in Securities of the Issuer

(a)(i) JGD may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 596,439 shares of Common Stock, which constitute approximately 0.7% of the issued and outstanding shares of Common Stock. As the sole shareholder of JGD, James G. Dinan may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by JGD.

(ii) YGA may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 3,659,183 shares of Common Stock, which constitute approximately 4.2% of the issued and outstanding shares of Common Stock.

(iii) York Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 880,224 shares of Common Stock, which constitute approximately 1.0% of the issued and outstanding shares of Common Stock. As the general partner of York Capital, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Capital.

(iv) York Investment may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,378,997 shares of Common Stock, which constitute approximately 1.6% of the issued and outstanding shares of Common Stock. As the general partner of York Investment, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Investment.

(v) York Select may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 418,921 shares of Common Stock, which constitute approximately 0.5% of the issued and outstanding shares of Common Stock. As the

 

Page 9 of 21 Pages

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general partner of York Select, York Select Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Select.

(vi) York Select Master may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 388,822 shares of Common Stock, which constitute approximately 0.4% of the issued and outstanding shares of Common Stock. As the general partner of York Select Master, York Select Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Select Master.

(vii) York Global Value may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 159,093 shares of Common Stock, which constitute approximately 0.2% of the issued and outstanding shares of Common Stock. As the general partner of York Global Value, York Global Value Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Global Value.

(viii) York European Opportunities may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 229,420 shares of Common Stock, which constitute approximately 0.3% of the issued and outstanding shares of Common Stock. As the general partner of York European Opportunities, York European Opportunities Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York European Opportunities.

(ix) York European Focus may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 45,842 shares of Common Stock, which constitute approximately 0.1% of the issued and outstanding shares of Common Stock. As the general partner of York European Focus, York European Focus Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York European Focus.

(x) York Long Enhanced may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 4,915 shares of Common Stock, which constitute approximately 0.0% of the issued and outstanding shares of Common Stock. As the general partner of York Long Enhanced, York Long Enhanced Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Long Enhanced.

(xi) Jorvik may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 152,949 shares of Common Stock, which constitute approximately 0.2% of the issued and outstanding shares of Common Stock. As the general partner of Jorvik, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Jorvik.

 

Page 10 of 21 Pages

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(xii) To the knowledge of the Reporting Persons, except as described above, no shares of Common Stock are beneficially owned, or may be deemed to be beneficially owned, by any of the persons named on Exhibit 2 to this Statement.

The number of shares of Common Stock beneficially owned and the percentage of outstanding shares of Common Stock represented thereby, for each person named above, have been computed in accordance with Rule 13d-3 under the Exchange Act. The percentages of ownership described above are based on 86,860,852 shares of Common Stock issued and outstanding as of April 30, 2010 as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2010.

(b) (i) JGD may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 596,439 shares of Common Stock. As the sole shareholder of JGD, James G. Dinan may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 596,439 shares of Common Stock.

(ii) YGA may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 3,659,183 shares of Common Stock.

(iii) York Capital may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 880,224 shares of Common Stock. As the general partner of York Capital, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 880,224 shares of Common Stock.

(iv) York Investment may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 1,378,997 shares of Common Stock. As the general partner of York Investment, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 1,378,997 shares of Common Stock.

(v) York Select may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 418,921 shares of Common Stock. As the general partner of York Select, York Select Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 418,921 shares of Common Stock.

(vi) York Select Master may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 388,822 shares of Common Stock. As the general partner of York Select Master, York Select Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 388,822 shares of Common Stock.

(vii) York Global Value may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 159,093 shares of Common Stock. As the general partner of York Global Value, York Global Value Holdings may be

 

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deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 159,093 shares of Common Stock.

(viii) York European Opportunities may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 229,420 shares of Common Stock. As the general partner of York European Opportunities, York European Opportunities Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 229,420 shares of Common Stock.

(ix) York European Focus may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 45,842 shares of Common Stock. As the general partner of York European Focus, York European Focus Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 45,842 shares of Common Stock.

(x) York Long Enhanced may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 4,915 shares of Common Stock. As the general partner of York Long Enhanced, York Long Enhanced Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 4,915 shares of Common Stock.

(xi) Jorvik may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 152,949 shares of Common Stock. As the general partner of Jorvik, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 152,949 shares of Common Stock.

(xii) To the knowledge of the Reporting Persons, except as described above, none of the persons named on Exhibit 2 to this Statement has, or may be deemed to have, any power to dispose of, direct the disposition of, vote or direct the vote of any shares of Common Stock.

(c) The following table sets forth all transactions with respect to the Common Stock effected during the past sixty (60) days by the Reporting Persons. All such transactions were effected in the open market.

 

Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/12/2010		4,512		62.938699		283,979.41		Purchase
5/12/2010		26,800		62.9387		1,686,757.16		Purchase
5/12/2010		881		58.444892		51,489.95		Sale
5/12/2010		3,631		58.44491		212,213.47		Sale
5/12/2010		1,569		58.444914		91,700.07		Sale
5/12/2010		19,519		62.9387		1,228,500.49		Purchase

 

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Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/12/2010		117,700		62.9387		7,407,884.99		Purchase
5/12/2010		3,748		58.444909		219,051.52		Sale
5/12/2010		15,771		58.444912		921,734.70		Sale
5/12/2010		7,129		58.444911		416,653.77		Sale
5/12/2010		30,716		62.9387		1,933,225.11		Purchase
5/12/2010		184,257		62.9387		11,596,896.04		Purchase
5/12/2010		5,962		58.444911		348,448.56		Sale
5/12/2010		24,754		58.444912		1,446,745.34		Sale
5/12/2010		11,031		58.444912		644,705.82		Sale
5/12/2010		9,306		62.9387		585,707.54		Purchase
5/12/2010		56,000		62.9387		3,524,567.20		Purchase
5/12/2010		1,882		58.444904		109,993.31		Sale
5/12/2010		7,424		58.444911		433,895.02		Sale
5/12/2010		3,376		58.444911		197,310.02		Sale
5/12/2010		1,152		62.938698		72,505.38		Purchase
5/12/2010		6,700		62.9387		421,689.29		Purchase
5/12/2010		225		58.444844		13,150.09		Sale
5/12/2010		927		58.444908		54,178.43		Sale
5/12/2010		373		58.444906		21,799.95		Sale
5/12/2010		8,614		62.9387		542,153.96		Purchase
5/12/2010		52,000		62.9387		3,272,812.40		Purchase
5/12/2010		1,671		58.444901		97,661.43		Sale
5/12/2010		6,943		58.444911		405,783.02		Sale
5/12/2010		3,157		58.44491		184,510.58		Sale
5/12/2010		3,501		62.9387		220,348.39		Purchase
5/12/2010		21,300		62.9387		1,340,594.31		Purchase
5/12/2010		716		58.444902		41,846.55		Sale
5/12/2010		2,785		58.444908		162,769.07		Sale
5/12/2010		1,315		58.444913		76,855.06		Sale
5/12/2010		166		62.938675		10,447.82		Purchase
5/12/2010		600		62.9387		37,763.22		Purchase
5/12/2010		49		58.444694		2,863.79		Sale
5/12/2010		100		58.4449		5,844.49		Sale
5/12/2010		1,686		62.938701		106,114.65		Purchase
5/12/2010		9,900		62.9387		623,093.13		Purchase
5/12/2010		350		58.444886		20,455.71		Sale
5/12/2010		1,336		58.44491		78,082.40		Sale
5/12/2010		564		58.444911		32,962.93		Sale
5/12/2010		6,028		62.938699		379,394.48		Purchase
5/12/2010		36,200		62.9387		2,278,380.94		Purchase
5/12/2010		1,101		58.444905		64,347.84		Sale
5/12/2010		4,927		58.444912		287,958.08		Sale
5/12/2010		2,173		58.44491		127,000.79		Sale
5/12/2010		3,443		62.938702		216,697.95		Purchase
5/12/2010		20,400		62.9387		1,283,949.48		Purchase
5/12/2010		630		58.444905		36,820.29		Sale
5/12/2010		2,813		58.444909		164,405.53		Sale
5/12/2010		1,187		58.444912		69,374.11		Sale
5/13/2010		50,594		64.4907		3,262,842.48		Purchase
5/13/2010		25,100		64.4907		1,618,716.57		Purchase

 

Page 13 of 21 Pages

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Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/13/2010		50,463		64.4925		3,254,485.03		Purchase
5/13/2010		3,631		64.485902		234,148.31		Purchase
5/13/2010		21,600		64.4859		1,392,895.44		Purchase
5/13/2010		25,231		64.53		1,628,156.43		Purchase
5/13/2010		25,263		64.4686		1,628,670.24		Purchase
5/13/2010		25,200		64.4686		1,624,608.72		Purchase
5/13/2010		19,344		64.2686		1,243,211.80		Purchase
5/13/2010		221,113		64.4907		14,259,732.15		Purchase
5/13/2010		110,600		64.4907		7,132,671.42		Purchase
5/13/2010		221,142		64.4925		14,262,000.43		Purchase
5/13/2010		15,771		64.4859		1,017,007.13		Purchase
5/13/2010		94,800		64.4859		6,113,263.32		Purchase
5/13/2010		110,571		64.53		7,135,146.63		Purchase
5/13/2010		110,542		64.4686		7,126,487.98		Purchase
5/13/2010		110,600		64.4686		7,130,227.16		Purchase
5/13/2010		84,772		64.2686		5,448,177.76		Purchase
5/13/2010		345,976		64.4907		22,312,234.42		Purchase
5/13/2010		173,700		64.4907		11,202,034.59		Purchase
5/13/2010		346,451		64.4925		22,343,491.12		Purchase
5/13/2010		24,754		64.4859		1,596,283.97		Purchase
5/13/2010		148,471		64.4859		9,574,286.06		Purchase
5/13/2010		173,225		64.53		11,178,209.25		Purchase
5/13/2010		172,951		64.4686		11,149,908.84		Purchase
5/13/2010		173,500		64.4686		11,185,302.10		Purchase
5/13/2010		132,807		64.2686		8,535,319.96		Purchase
5/13/2010		105,270		64.4907		6,788,935.99		Purchase
5/13/2010		52,600		64.4907		3,392,210.82		Purchase
5/13/2010		105,247		64.4925		6,787,642.15		Purchase
5/13/2010		7,523		64.485901		485,127.43		Purchase
5/13/2010		45,100		64.4859		2,908,314.09		Purchase
5/13/2010		52,623		64.53		3,395,762.19		Purchase
5/13/2010		52,647		64.4686		3,394,078.38		Purchase
5/13/2010		52,600		64.4686		3,391,048.36		Purchase
5/13/2010		40,345		64.2686		2,592,916.67		Purchase
5/13/2010		12,781		64.4907		824,255.64		Purchase
5/13/2010		6,200		64.4907		399,842.34		Purchase
5/13/2010		12,654		64.4925		816,088.09		Purchase
5/13/2010		927		64.485901		59,778.43		Purchase
5/13/2010		5,400		64.4859		348,223.86		Purchase
5/13/2010		6,327		64.53		408,281.31		Purchase
5/13/2010		6,354		64.468599		409,633.48		Purchase
5/13/2010		6,300		64.4686		406,152.18		Purchase
5/13/2010		4,851		64.2686		311,766.98		Purchase
5/13/2010		97,728		64.4907		6,302,547.13		Purchase
5/13/2010		48,800		64.4907		3,147,146.16		Purchase
5/13/2010		97,685		64.4925		6,299,949.86		Purchase
5/13/2010		6,943		64.485901		447,725.61		Purchase
5/13/2010		41,900		64.4859		2,701,959.21		Purchase
5/13/2010		48,843		64.53		3,151,838.79		Purchase
5/13/2010		48,885		64.4686		3,151,547.51		Purchase

 

Page 14 of 21 Pages

---

Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/13/2010		48,800		64.4686		3,146,067.68		Purchase
5/13/2010		37,446		64.2686		2,406,602.00		Purchase
5/13/2010		40,054		64.4907		2,583,110.50		Purchase
5/13/2010		19,900		64.4907		1,283,364.93		Purchase
5/13/2010		39,969		64.4925		2,577,700.73		Purchase
5/13/2010		2,885		64.485903		186,041.83		Purchase
5/13/2010		17,100		64.4859		1,102,708.89		Purchase
5/13/2010		19,985		64.53		1,289,632.05		Purchase
5/13/2010		20,069		64.4686		1,293,820.33		Purchase
5/13/2010		19,900		64.4686		1,282,925.14		Purchase
5/13/2010		15,322		64.2686		984,723.49		Purchase
5/13/2010		77,527		64.5068		5,001,018.68		Purchase
5/13/2010		77,527		64.5068		5,001,018.68		Purchase
5/13/2010		155,231		64.3916		9,995,572.46		Purchase
5/13/2010		31,000		64.5068		1,999,710.80		Purchase
5/13/2010		31,000		64.5068		1,999,710.80		Purchase
5/13/2010		1,253		64.490702		80,806.85		Purchase
5/13/2010		600		64.4907		38,694.42		Purchase
5/13/2010		1,235		64.492502		79,648.24		Purchase
5/13/2010		118		64.485932		7,609.34		Purchase
5/13/2010		500		64.4859		32,242.95		Purchase
5/13/2010		617		64.53		39,815.01		Purchase
5/13/2010		635		64.468598		40,937.56		Purchase
5/13/2010		600		64.4686		38,681.16		Purchase
5/13/2010		474		64.268608		30,463.32		Purchase
5/13/2010		18,709		64.4907		1,206,556.51		Purchase
5/13/2010		9,300		64.4907		599,763.51		Purchase
5/13/2010		18,673		64.4925		1,204,268.45		Purchase
5/13/2010		1,336		64.485898		86,153.16		Purchase
5/13/2010		8,000		64.4859		515,887.20		Purchase
5/13/2010		9,336		64.53		602,452.08		Purchase
5/13/2010		9,373		64.4686		604,264.19		Purchase
5/13/2010		9,300		64.4686		599,557.98		Purchase
5/13/2010		7,158		64.2686		460,034.64		Purchase
5/13/2010		68,083		64.4907		4,390,720.33		Purchase
5/13/2010		34,000		64.4907		2,192,683.80		Purchase
5/13/2010		68,055		64.4925		4,389,037.09		Purchase
5/13/2010		4,828		64.485901		311,337.93		Purchase
5/13/2010		29,200		64.4859		1,882,988.28		Purchase
5/13/2010		34,029		64.53		2,195,891.37		Purchase
5/13/2010		34,055		64.4686		2,195,478.17		Purchase
5/13/2010		34,000		64.4686		2,191,932.40		Purchase
5/13/2010		26,088		64.2686		1,676,639.24		Purchase
5/13/2010		38,439		64.4907		2,478,958.02		Purchase
5/13/2010		19,200		64.4907		1,238,221.44		Purchase
5/13/2010		38,426		64.4925		2,478,188.80		Purchase
5/13/2010		2,713		64.485901		174,950.25		Purchase
5/13/2010		16,500		64.4859		1,064,017.35		Purchase
5/13/2010		19,213		64.53		1,239,814.89		Purchase
5/13/2010		19,226		64.4686		1,239,473.30		Purchase

 

Page 15 of 21 Pages

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Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/13/2010		19,200		64.4686		1,237,797.12		Purchase
5/13/2010		14,730		64.2686		946,676.48		Purchase
5/13/2010		505		21.0140		10,612.07		Option Purchase
5/13/2010		2,214		21.0140		46,525.00		Option Purchase
5/13/2010		3,469		21.0140		72,897.57		Option Purchase
5/13/2010		1,054		21.0140		22,148.76		Option Purchase
5/13/2010		127		21.0140		2,668.78		Option Purchase
5/13/2010		978		21.0140		20,551.69		Option Purchase
5/13/2010		400		21.0140		8,405.60		Option Purchase
5/13/2010		187		21.0140		3,929.62		Option Purchase
5/13/2010		681		21.0140		14,310.53		Option Purchase
5/13/2010		385		21.0140		8,090.39		Option Purchase
5/19/2010		23,599		64.2295		1,515,752.29		Sale
5/19/2010		103,419		64.2295		6,642,552.08		Sale
5/19/2010		162,021		64.2295		10,406,530.05		Sale
5/19/2010		49,220		64.2295		3,161,376.66		Sale
5/19/2010		5,918		64.2295		380,110.26		Sale
5/19/2010		45,683		64.2295		2,934,196.88		Sale
5/19/2010		18,692		64.2295		1,200,578.07		Sale
5/19/2010		26,955		64.2295		1,731,306.54		Sale
5/19/2010		5,386		64.2295		345,940.15		Sale
5/19/2010		578		64.2295		37,124.66		Sale
5/19/2010		8,732		64.2295		560,852.11		Sale
5/19/2010		31,827		64.2295		2,044,232.74		Sale
5/19/2010		17,970		64.2295		1,154,204.36		Sale
5/20/2010		1,632		64.0795		104,577.77		Sale
5/20/2010		10,266		64.0795		657,840.31		Sale
5/20/2010		11,700		64.0795		749,730.34		Sale
5/20/2010		7,152		64.0795		458,296.70		Sale
5/20/2010		44,468		64.0795		2,849,487.93		Sale
5/20/2010		51,800		64.0795		3,319,318.94		Sale
5/20/2010		11,204		64.0795		717,946.90		Sale
5/20/2010		69,218		64.0795		4,435,455.96		Sale
5/20/2010		81,600		64.0795		5,228,888.53		Sale
5/20/2010		3,403		64.0795		218,062.59		Sale
5/20/2010		21,216		64.0795		1,359,511.02		Sale
5/20/2010		24,600		64.0795		1,576,356.10		Sale
5/20/2010		409		64.0795		26,208.52		Sale
5/20/2010		2,607		64.0795		167,055.30		Sale
5/20/2010		2,900		64.0795		185,830.59		Sale
5/20/2010		3,160		64.0795		202,491.27		Sale
5/20/2010		19,724		64.0795		1,263,904.38		Sale
5/20/2010		22,800		64.0795		1,461,012.97		Sale
5/20/2010		1,293		64.0795		82,854.81		Sale
5/20/2010		8,099		64.0795		518,980.01		Sale
5/20/2010		9,300		64.0795		595,939.50		Sale
5/20/2010		13,555		64.0795		868,597.84		Sale
5/20/2010		13,400		64.0795		858,665.51		Sale
5/20/2010		2,786		64.0795		178,525.53		Sale
5/20/2010		2,600		64.0795		166,606.74		Sale

 

Page 16 of 21 Pages

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Date of Transaction		No. of Shares		Price per Share (dollars)		Total Price (dollars)		Transaction Type
5/20/2010		39		64.0795		2,499.10		Sale
5/20/2010		339		64.0795		21,722.96		Sale
5/20/2010		200		64.0795		12,815.90		Sale
5/20/2010		604		64.0795		38,704.03		Sale
5/20/2010		3,828		64.0795		245,296.38		Sale
5/20/2010		4,300		64.0795		275,541.92		Sale
5/20/2010		2,200		64.0795		140,974.94		Sale
5/20/2010		13,727		64.0795		879,619.52		Sale
5/20/2010		15,900		64.0795		1,018,864.31		Sale
5/20/2010		1,243		64.0795		79,650.84		Sale
5/20/2010		7,828		64.0795		501,614.45		Sale
5/20/2010		8,900		64.0795		570,307.69		Sale
5/20/2010		505		5.5559		2,805.72		Option Sale
5/20/2010		2,214		5.5559		12,300.75		Option Sale
5/20/2010		3,469		5.5559		19,273.40		Option Sale
5/20/2010		1,054		5.5559		5,855.91		Option Sale
5/20/2010		127		5.5558		705.59		Option Sale
5/20/2010		978		5.5559		5,433.66		Option Sale
5/20/2010		400		5.5559		2,222.35		Option Sale
5/20/2010		187		5.5559		1,038.95		Option Sale
5/20/2010		681		5.5559		3,783.57		Option Sale
5/20/2010		385		5.5559		2,139.02		Option Sale
5/21/2010		23,599		63.9856		1,509,996.59		Sale
5/21/2010		103,419		63.9856		6,617,328.62		Sale
5/21/2010		162,021		63.9856		10,367,013.80		Sale
5/21/2010		49,219		63.9856		3,149,308.13		Sale
5/21/2010		5,918		63.9856		378,666.88		Sale
5/21/2010		45,684		63.9856		2,923,118.96		Sale
5/21/2010		18,692		63.9856		1,196,019.17		Sale
5/21/2010		23,617		63.9856		1,511,148.34		Sale
5/21/2010		3,338		63.9856		213,583.99		Sale
5/21/2010		5,386		63.9856		344,626.54		Sale
5/21/2010		578		63.9856		36,983.68		Sale
5/21/2010		8,732		63.9856		558,722.41		Sale
5/21/2010		31,827		63.9856		2,036,470.26		Sale
5/21/2010		17,970		63.9856		1,149,821.55		Sale

(d) The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this Statement as beneficially owned by each Reporting Person is held by York Capital, York Investment, York Select, York Select Master, York Global Value, York European Opportunities, York European Focus, York Long Enhanced, Jorvik or the Managed Accounts, as the case may be, as the advisory clients of such Reporting Person. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock reported in this Statement pursuant to Rule 13d-4 under the Exchange Act.

 

Page 17 of 21 Pages

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Except as set forth in this Item 5(d), to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any other shares of Common Stock deemed to be beneficially owned by the Reporting Persons.

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on May 21, 2010.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided in response to Item 3 and Item 4 above is incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits

The exhibits listed on the Index of Exhibits of this Statement are filed herewith.

 

Page 18 of 21 Pages

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

 

Dated: May 24, 2010
		JGD MANAGEMENT CORP.
		By:		/s/ Adam J. Semler
				Adam J. Semler
				Chief Operating Officer

 

Page 19 of 21 Pages

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

 

Dated: May 24, 2010
		YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC
		By:		/s/ Adam J. Semler
				Adam J. Semler
				Chief Operating Officer

 

Page 20 of 21 Pages

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INDEX OF EXHIBITS

 

Exhibit No.		Description
1		Agreement of Joint Filing dated May 24, 2010 by and among JGD Management Corp. and York Capital Management Global Advisors, LLC.
2		Directors and Executive Officers of JGD Management Corp.

 

Page 21 of 21 Pages