SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Alliance Data Systems Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
018581108
(CUSIP Number)
December 31, 2007
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 purposes 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 11 Pages)
Exhibit List: Page 11
CUSIP No. 018581108 13G Page 2 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SATELLITE ASSET MANAGEMENT, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
5,365,965
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
5,365,965
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,365,965
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
[ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.81%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA; PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018581108 13G Page 3 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SATELLITE FUND MANAGEMENT LLC
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
5,365,965
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
5,365,965
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,365,965
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
[ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.81%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 018581108 13G Page 4 of 11 Pages
____________________________________________________________________________
Item 1(a). NAME OF ISSUER:
Alliance Data Systems Corporation (the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
17655 Waterview Parkway
Dallas, TX 75252
Item 2(a). NAME OF PERSON FILING:
This statement is filed by:
(i) Satellite Asset Management, L.P. ("Satellite Asset Management"); and
(ii) Satellite Fund Management LLC ("Satellite Fund Management")
This statement relates to Shares (as defined herein) held by certain funds
and accounts (the "Satellite Funds") over which Satellite Asset Management has
discretionary investment trading authority. The general partner of Satellite
Asset Management is Satellite Fund Management. Satellite Fund Management's
Executive Committee makes investment decisions on behalf of the
Satellite Funds and investment decisions made by such Executive Committee,
when necessary, are made through approval of a majority of the Executive
Committee members.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons."
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of each of the Reporting Persons
is 623 Fifth Avenue, 19th Floor, New York, NY 10022.
CUSIP No. 018581108 13G Page 5 of 11 Pages
____________________________________________________________________________
Item 2(c). CITIZENSHIP:
1) Satellite Asset Management is a Delaware limited partnership; and
11) Satellite Fund Management is a Delaware limited liability company
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share (the "Shares").
Item 2(e). CUSIP NUMBER:
018581108
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
CUSIP No. 018581108 13G Page 6 of 11 Pages
____________________________________________________________________________
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: []
CUSIP No. 018581108 13G Page 7 of 11 Pages
____________________________________________________________________________
Item 4. OWNERSHIP.
The percentages used herein and in the rest of Item 4 are calculated
based upon the 78,740,781 shares of Common Stock issued and outstanding
as of November 2, 2007, as described in the Issuer's Form 10-Q
filed on November 6, 2007.
Satellite Asset Management, L.P.
---------------------------------
(a) Amount beneficially owned: 5,365,965
(b) Percent of class: 6.81%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 5,365,965
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 5,365,965
CUSIP No. 018581108 13G Page 8 of 11 Pages
____________________________________________________________________________
Satellite Fund Management LLC
--------------------------
(a) Amount beneficially owned: 5,365,965
(b) Percent of class: 6.81%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 5,365,965
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 5,365,965
Satellite Asset Management and Satellite Fund Management expressly declare
that this filing shall not be construed as an admission that each is, for the
purposes of sections 13(d) or 13(g)of the Act, the beneficial owner of any
securities covered by this filing.
CUSIP No. 018581108 13G Page 9 of 11 Pages
____________________________________________________________________________
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 5% OF THE CLASS OF SECURITIES,
CHECK THE FOLLOWING [ ]
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Satellite Asset Management and Satellite Fund Management have the power
to direct the receipt of dividends from, or proceeds from the sale of, the
securities held for the accounts of the Satellite Funds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
This Item 7 is not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This Item 8 is not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
This Item 9 is not applicable.
Item 10. CERTIFICATION.
Each of the Reporting Persons hereby makes the following 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 oras a participant in any transaction having that
purpose or effect.
CUSIP No. 018581108 13G Page 10 of 11 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: February 13, 2008 SATELLITE ASSET MANAGEMENT, L.P.
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: General Counsel
DATED: February 13, 2008 SATELLITE FUND MANAGEMENT LLC
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: Attorney-in-Fact
CUSIP No. 018581108 13G Page 11 of 11 Pages
____________________________________________________________________________
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13G
with respect to the Common Stock of Alliance Data Systems Corporation, dated
as of February 13, 2008, is, and any amendments thereto (including amendments
on Schedule 13G) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
DATED: February 13, 2008 SATELLITE ASSET MANAGEMENT, L.P.
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: General Counsel
DATED: February 13, 2008 SATELLITE FUND MANAGEMENT LLC
By: /s/ Simon Raykher
------------------------
Name: Simon Raykher
Title: Attorney-in-Fact