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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
1 of 11
CUSIP No. |
45811E103 |
Page | 2 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-0975910 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IA, PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
2 of 11
CUSIP No. |
45811E103 |
Page | 3 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint GP, LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-1095514 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
3 of 11
CUSIP No. |
45811E103 |
Page | 4 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-0975900 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
4 of 11
CUSIP No. |
45811E103 |
Page | 5 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint GP, LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-1064783 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
5 of 11
CUSIP No. |
45811E103 |
Page | 6 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Robert W. Butts |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
6 of 11
CUSIP No. |
45811E103 |
Page | 7 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: John S. Clark II |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | None | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
None** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.0%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
7 of 11
Item 1(a)
|
Name of Issuer. | |
No Change. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
No Change. | ||
Item 2(a)
|
Name of Person Filing. | |
No Change. | ||
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. | |
(1) For all Filers: 623 Fifth Avenue, Suite 2503 New York, NY 10022 Phone: (212) 692-6350 |
Page 8 of 11
Item 2(c)
|
Citizenship or Place of Organization. | |
(1) Southpoint Capital Advisors LP is a Delaware limited partnership. | ||
(2) Southpoint Capital GP, LP is a Delaware limited partnership. | ||
(3) Southpoint Capital Advisors LLC is a Delaware limited liability company. | ||
(4) Southpoint Capital GP, LLC is a Delaware limited liability company. | ||
(5) Robert W. Butts is a U.S. citizen. |
||
(6) John S. Clark II is a U.S. citizen. | ||
Item 2(d)
|
Title of Class of Securities. | |
Common Stock, par value $0.01 per share (the Common Stock). | ||
Item 2(e)
|
CUSIP Number. | |
45811E103 | ||
Item 3
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Not Applicable. | ||
Item 4
|
Ownership. | |
Item 4 is hereby amended and restated as follows: | ||
Ownership as of December 31, 2005 is incorporated by reference to items (5) (9) and (11) of the cover page of the Reporting Persons. | ||
Item 5
|
Ownership of Five Percent or Less of a Class. | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of equity securities, check the following [X]. | ||
Item 10
|
Certification. | |
By signing below Each of the Reporting Persons certifies that, to the best of such persons 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 9 of 11
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement dated February 2, 2006, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II. |
Page 10 of 11
SOUTHPOINT CAPITAL ADVISORS, LP | ||||||
By: | Southpoint Capital Advisors LLC its general partner |
|||||
By: | /s/ Robert W. Butts | |||||
Name: Title: |
Robert W. Butts Manager |
|||||
SOUTHPOINT GP, LP | ||||||
By: | Southpoint GP, LLC its general partner |
|||||
By: | /s/ Robert W. Butts | |||||
Name: Title: |
Robert W. Butts Manager |
|||||
SOUTHPOINT CAPITAL ADVISORS, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: Title: |
Robert W. Butts Manager |
|||||
SOUTHPOINT GP, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: Title: |
Robert W. Butts Manager |
|||||
/s/ Robert W. Butts | ||||||
Robert W. Butts | ||||||
/s/ John S. Clark II | ||||||
John S. Clark II |
Page 11 of 11
SOUTHPOINT CAPITAL ADVISORS, LP | ||||||||
By: | Southpoint Capital Advisors LLC its general partner |
|||||||
By: | /s/ Robert W. Butts | |||||||
Name: Title: |
Robert W. Butts Manager |
|||||||
SOUTHPOINT GP, LP | ||||||||
By: | Southpoint GP, LLC its general partner |
|||||||
By: | /s/ Robert W. Butts | |||||||
Name: Title: |
Robert W. Butts Manager |
|||||||
SOUTHPOINT CAPITAL ADVISORS, LLC | ||||||||
By: | /s/ Robert W. Butts | |||||||
Name: Title: |
Robert W. Butts Manager |
|||||||
SOUTHPOINT GP, LLC | ||||||||
By: | /s/ Robert W. Butts | |||||||
Name: Title: |
Robert W. Butts Manager |
|||||||
/s/ Robert W. Butts | ||||||||
Robert W. Butts | ||||||||
/s/ John S. Clark II | ||||||||
John S. Clark II |