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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)
*
MDS Inc.
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(Name of Issuer)
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Common Shares, no par value per share
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(Title of Class of Securities)
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55269P302
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(Cusip Number)
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January 18, 2008
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(Date of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
(
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 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).
(Continued on following pages)
Page
1 of 38 Pages
Exhibit Index Found on Page36
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,363,900
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,363,900
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,363,900
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
2 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
607,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
607,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
607,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.5%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
3 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners II,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
86,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
86,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
4 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Institutional Partners III,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
51,400
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
51,400
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,400
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
5 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
31,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
31,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
6 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Offshore Investors II,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,007,800
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,007,800
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,007,800
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.8%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
|
|
|
|
Page
7 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Capital Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
16,900
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
16,900
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,900
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
8 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Capital Management, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,101,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,101,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,101,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
2.5%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, OO
|
|
|
|
|
Page
9 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Farallon Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
3,164,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
3,164,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,164,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
2.6%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
10 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Duhamel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
11 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Richard B. Fried
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
12 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Monica R. Landry
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
13 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Douglas M. MacMahon
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
14 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
William F. Mellin
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
15 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Stephen L. Millham
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
16 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Jason E. Moment
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
17 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ashish H. Pant
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
18 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Rajiv A. Patel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
19 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Derek C. Schrier
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
20 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Andrew J. M. Spokes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
21 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Thomas F. Steyer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
22 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Mark C. Wehrly
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
6,265,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
6,265,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,265,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
23 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Asset Management, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,245,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,245,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,245,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IA, PN
|
|
|
|
|
Page
24 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday G.P. (U.S.), L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,245,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,245,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,245,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
25 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Noonday Capital, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,245,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,245,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,245,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
|
|
|
|
Page
26 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
David I. Cohen
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,245,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,245,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,245,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
1.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
27 of 38 Pages
13G
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Saurabh K. Mittal
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 6,265,300 Shares, which is 5.1% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,245,300
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,245,300
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,245,300
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.0%
|
12
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
|
|
|
|
Page
28 of 38 Pages
Item
1.
Issuer
MDS Inc. (the “Company”)
|
(b)
|
Address of Issuer’s Principal Executive
Offices
:
|
2700 Matheson Boulevard East, Suite 300, West Tower,
Mississauga, Ontario Canada L4W 4V9
Item 2.
|
Identity And Background
|
Title Of Class Of Securities And CUSIP Number (Item 2(d) and
(e)
)
This statement relates to Common Shares, no par value (the
“Shares”), ofthe Company. The CUSIP number of the Shares is
55269P302.
Name Of Persons Filing, Address Of Principal Business Office And
Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by
it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a
California limited partnership (“FCIP”), with respect to
the Shares held by it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a
California limited partnership (“FCIP II”), with respect to
the Shares held by it;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership (“FCIP III”), with respect to
the Shares held by it;
|
|
(v)
|
Tinicum Partners, L.P., a New York limited partnership
(“Tinicum”), with respect to the Shares held by it;
and
|
(vi) Farallon Capital Offshore Investors II, L.P., a
Cayman Islands exempted limited partnership (“FCOI II”), with respect to
the Shares held by it.
Page
29 of 38 Pages
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred
to herein as the “Farallon Funds.”
The Noonday Fund
|
(vii)
|
Noonday Capital Partners, L.L.C., a Delaware limited
liability company (the “Noonday Fund”), with respect to the
Shares held by it.
|
The Farallon Funds and the Noonday Fund are together referred to herein
as the “Funds.”
The Management Company
|
(viii)
|
Farallon Capital Management, L.L.C., a Delaware limited
liability company (the “Management Company”), with respect
to the Shares held by certain accounts managed by the Management
Company (together the “Managed Accounts”).
|
The Farallon General Partner
|
(ix)
|
Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the Farallon Funds and
the managing member of the Noonday Fund (the “Farallon General
Partner”), with respect to the Shares held by each of the
Funds.
|
The Farallon Managing Members
|
(x)
|
The following persons who are managing members of both
the Farallon General Partner and the Management Company, with respect
to the Shares held by the Funds and the Managed Accounts: William F.
Duhamel (“Duhamel”), Richard B. Fried
(“Fried”), Monica R. Landry (“Landry”), Douglas
M. MacMahon (“MacMahon”), William F. Mellin
(“Mellin”), Stephen L. Millham (“Millham”),
Jason E. Moment (“Moment”), Ashish H. Pant
(“Pant”), Rajiv A. Patel (“Patel”), Derek C.
Schrier (“Schrier”), Andrew J. M. Spokes
(“Spokes”), Thomas F. Steyer (“Steyer”) and
Mark C. Wehrly (“Wehrly”).
|
Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel,
Schrier, Spokes (in his capacity as managing member of the Farallon General Partner and
the Management Company), Steyer and Wehrly are together referred to herein as the
“Farallon Individual Reporting Persons.”
Page
30 of 38 Pages
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The Noonday Sub-adviser Entities
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(xi)
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Noonday G.P. (U.S.), L.L.C., a Delaware limited
liability company which is a sub-investment adviser
1
to each
of the Funds and the Managed Accounts (the “First Noonday
Sub-adviser”), with respect to all of the Shares held by the
Noonday Fund and certain of the Shares held by the Farallon Funds and
the Managed Accounts;
|
|
(xii)
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Noonday Asset Management, L.P., a Delaware limited
partnership which is a sub-investment adviser
1
to each of
the Funds and the Managed Accounts (the “Second Noonday
Sub-adviser”), with respect to all of the Shares held by the
Noonday Fund and certain of the Shares held by the Farallon Funds and
the Managed Accounts; and
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(xiii)
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Noonday Capital, L.L.C., a Delaware limited liability
company which is the general partner of the Second Noonday Sub-adviser
(the “Noonday General Partner”), with respect to all of the
Shares held by the Noonday Fund and certain of the Shares held by the
Farallon Funds and the Managed Accounts.
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The First Noonday Sub-adviser, the Second Noonday Sub-adviser and the
Noonday General Partner are together referred to herein as the “Noonday
Sub-adviser Entities.”
The Noonday Managing Members
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(xiv)
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David I. Cohen (“Cohen”), Saurabh K. Mittal
(“Mittal”) and Andrew J.M. Spokes ("Spokes"), the managing
members of both the First Noonday Sub-adviser and the Noonday General
Partner, with respect to all of the Shares held by the Noonday Fund and
certain of the Shares held by the Farallon Funds and the Managed
Accounts.
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Cohen, Mittal, and Spokes (in his capacity as managing member of both
the Noonday Sub-Adviser and the Noonday General Partner) are referred to herein as the
“Noonday Individual Reporting Persons.” The Noonday Individual Reporting
Persons and the Farallon Individual Reporting Persons are together referred to herein
as the “Individual Reporting Persons.”
The citizenship of each of the Noonday Sub-adviser Entities, the Funds,
the Management Company and the Farallon General Partner is set forth above. Other than
Mittal, Spokes and Pant, each of the Individual Reporting Persons is a citizen of the
United States. Mittal and Pant are citizens of India. Spokes is a citizen of the United
Kingdom. The address of the principal
_________________________
1
The First Noonday Sub-adviser and the Second Noonday
Sub-adviser entered into certain subadvisory arrangements with the Management Company
and the Farallon General Partner effective as of January 1, 2005, pursuant to which the
First Noonday Sub-adviser and the Second Noonday Sub-adviser were granted investment
discretion over all of the assets of the Noonday Fund and certain of the assets of the
Farallon Funds and the Managed Accounts.
Page
31 of 38 Pages
business office of each of the Noonday Sub-adviser Entities and the
Noonday Individual Reporting Persons is c/o Noonday Asset Management, L.P., 227 West
Trade Street, Suite 2140, Charlotte, North Carolina 28202. The address of the principal
business office of each of the Reporting Persons other than the Noonday Sub-adviser
Entities and the Noonday Individual Reporting Persons is c/o Farallon Capital
Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California
94111.
Item 3.
If This Statement Is
Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or
(c),
|
|
Check Whether The Person Filing Is An Entity
Specified In (a) - (j):
|
Not Applicable.
If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check
This Box.
x
Item
4.
Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5
through 11 of the cover page for each Reporting Person hereto is incorporated herein by
reference for each such Reporting Person.
The Shares reported hereby for the Funds are owned directly by the Funds
and those reported by the Management Company on behalf of the Managed Accounts are
owned directly by the Managed Accounts. The Management Company, as investment adviser
to the Managed Accounts, may be deemed to be the beneficial owner of all such Shares
owned by the Managed Accounts. The Farallon General Partner, as general partner to the
Farallon Funds and managing member of the Noonday Fund, may be deemed to be the
beneficial owner of all such Shares owned by the Funds. The Farallon Individual
Reporting Persons, as managing members of both the Management Company and the Farallon
General Partner with the power to exercise investment discretion, may each be deemed to
be the beneficial owner of all such Shares owned by the Funds and the Managed Accounts.
The First Noonday Sub-adviser and the Second Noonday Sub-adviser, as sub-investment
advisers to the Funds and Managed Accounts, may be deemed to be the beneficial owner of
all such Shares owned by the Noonday Fund and certain of such Shares owned by the
Farallon Funds and the Managed Accounts. The Noonday General Partner, as general
partner to the Second Noonday Sub-adviser, may be deemed to be the beneficial owner of
all such Shares owned by the Noonday Fund and certain of such Shares owned by the
Farallon Funds and the Managed Accounts. The Noonday Individual Reporting Persons, as
managing members of both the First Noonday Sub-adviser and the Noonday General Partner,
may each be deemed to be the beneficial owner of all such Shares owned by the Noonday
Fund and certain of such Shares owned by the Farallon Funds and the Managed
Accounts.
Each of the Management Company, the Farallon General
Partner, the Noonday Sub-adviser Entities, and the Individual Reporting Persons hereby
disclaims any beneficial ownership of any such Shares.
Item
5.
Ownership Of Five Percent Or Less Of A Class
Not
Applicable.
Page
32 of 38 Pages
Item
6.
Ownership Of More Than Five Percent On Behalf Of Another
Person
Not Applicable.
Item
7.
Identification And Classification Of The Subsidiary Which
Acquired The Security
Being
Reported On By The Parent Holding Company
Not Applicable.
Item
8.
Identification And Classification Of Members Of The
Group
The Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above,
the Reporting Persons neither disclaim nor affirm the existence of a group among
them.
Item 9.
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Notice Of Dissolution Of Group
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Not Applicable.
Item
10.
Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page
33 of 38 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 25, 2008
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
NOONDAY CAPITAL, L.L.C.,
On its own behalf and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
Monica R. Landry, individually and as attorney-in-fact for
each of David I. Cohen, William F. Duhamel, Richard B. Fried, Douglas M.
MacMahon, William F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment,
Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer
and Mark C. Wehrly
The Power of Attorney executed by each of Duhamel, Fried, MacMahon,
Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer, and Wehrly authorizing Landry to
sign and file this Schedule 13G on his or her behalf, which was filed with the Schedule
13D filed with the
Page
34 of 38 Pages
Securities and Exchange Commission on July 2, 2007 by such Reporting
Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby
incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry
to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D
filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting
Person with respect to the Common Stock of Global Gold Corporation, is hereby
incorporated by reference. The Power of Attorney executed by each Noonday G.P. (U.S.),
L.L.C., Noonday Asset Management, L.P., Noonday Capital, L.L.C. and Cohen authorizing
Landry to sign and file this Schedule 13G on its or his behalf, which was filed with
Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission
on January 10, 2005, by such Reporting Persons with respect to the Common Stock of
Catalytica Energy Systems, Inc.,is hereby incorporated by reference. The Power of
Attorney executed by Mittal authorizing Landry to sign and file this Schedule 13G on
his behalf, which was filed with Amendment No. 6 to the Schedule 13G filed with the
Securities and Exchange Commission on October 5, 2005, by such Reporting Person with
respect to the Common Stock of Catalytica Energy Systems, Inc., is hereby incorporated
by reference.
Page
35 of 38 Pages
EXHIBIT INDEX
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
|
Page
36 of 38 Pages
EXHIBIT 1
to
SCHEDULE 13G
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except to the
extent that he, she or it knows or has reason to believe that such information is
inaccurate.
Dated: January 25, 2008
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
NOONDAY CAPITAL, L.L.C.,
On its own behalf and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
Page
37 of 38 Pages
Monica R. Landry, individually and as attorney-in-fact for
each of David I. Cohen, William F. Duhamel, Richard B. Fried, Douglas M.
MacMahon, William F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment,
Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer
and Mark C. Wehrly
Page
38 of 38 Pages