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Table of Contents
Registration of Common Shares, Consummation of Secondary Offering of Common Shares and Sale of Unregistered Common
Shares by New SAC
As described in Note 1 of the Notes to the Consolidated Financial Statements in this report, on July 20, 2004, we filed a registration
statement on Form S-3 with the Securities and Exchange Commission (“SEC”) with respect to 60,000,000 of our common shares owned by
New SAC. On September 20, 2004, the SEC declared this registration statement effective, thus allowing New SAC to sell all 60,000,000
common shares to the public.
On September 23, 2004, we completed the secondary offering of 30,000,000 of the 60,000,000 common shares, all of which were sold by
New SAC, as selling shareholder. On November 15, 2004, pursuant to Rule 144 under the Securities Act of 1933, as amended, New SAC sold
13,000,000 unregistered shares of our common stock. On December 9, 2004, New SAC and Goldman Sachs Financial Markets, L.P. (“GSFM”
)
entered into a forward sale contract to sell the remaining 30,000,000 registered common shares available to be sold by New SAC under the July
20, 2004 registration statement. Under the forward sale contract, New SAC hypothecated 30,000,000 of our common shares (the “Shares”) and
received payment for the Shares. On January 3, 2005, New SAC satisfied its delivery obligation under the forward sale contract and transferred
all of its voting, dividend and economic rights to the Shares to GSFM. On June 15, 2005, final settlement of the Shares occurred pursuant to the
forward sale contract. At that time, any remaining interest in the Shares was transferred to GSFM and any short position that GSFM or its
affiliates had been maintaining with regard to the Shares was closed out. We did not receive any of the proceeds from New SAC’s sale of our
shares on September 23, 2004 and November 15, 2004, nor did we receive any proceeds from the forward sale contract between New SAC and
GSFM.
On January 19, 2005, we filed a registration statement on Form S-3 with the SEC with respect to 100,000,000 of our common shares
owned by New SAC. On March 15, 2005, the SEC declared this registration statement effective, thus allowing New SAC the ability to sell all
100,000,000 of these common shares to the public in the future. We will not receive any of the proceeds from the potential sale of these shares
by New SAC.
On March 7, 2005, New SAC announced that it intended to continue to dispose of our remaining common shares that it holds in a series
of orderly and disciplined transactions in 2005 and 2006. New SAC stated that the disposition would be effected primarily through a
combination of market sales under our January 19, 2005 registration statement and through the distribution of our shares to New SAC
shareholders. New SAC also stated that it may sell our common shares from time to time under Rule 144, which limits the volume of such sales
in any 90-day period to the greater of 1% of our outstanding shares or the average weekly trading volume of our shares during the four weeks
preceding any trade.
In particular, New SAC stated that it expected to make quarterly distributions of 25,000,000 of our common shares owned by it to the
New SAC shareholders beginning in the spring of 2005 and continuing for the next three quarters thereafter, for a total distribution in this
manner of 100,000,000 common shares over the next year. On May 16, 2005, the first quarterly distribution of shares was completed and
approximately 25,000,000 of our common shares owned by New SAC were distributed to the New SAC shareholders. On July 26, 2005, the
second quarterly distribution of shares was completed and approximately 25,000,000 of our common shares were distributed to the New SAC
shareholders. Absent registration, these distributed shares will be illiquid and not eligible for re-sale in the public markets under Rule 144 until
12 months from the date of their distribution out of New SAC. New SAC also stated that the shareholders of New SAC with the power to
request registration of these shares have consented to an agreement among themselves not to do so for at least a year, if at all.
On April 21, 2005, pursuant to Rule 144, New SAC sold 15,000,000 unregistered shares of our common stock. We did not receive any of
the proceeds from the sale of these shares by New SAC.
Any sale of shares registered through the January 19, 2005 registration statement will be reflected in a Form 4 filing with the SEC within
2 business days after such sale or transfer. In addition, a prospectus supplement will be filed with the SEC in connection with any such sale.
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