1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Junior Convertible Preferred Stock
|
Â
(1)
|
Â
(2)
|
Common Stock
|
237,212,786
(3)
(4)
(5)
(6)
|
$
1,000
|
I
|
See Notes
(5)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Each share of Junior Convertible Preferred Stock is convertible into such number of shares of common stock of the Issuer (the
"Common Stock") equal to $1,000 by the applicable conversion price of the Junior Convertible Preferred Stock ($3.05 as of
the date hereof, subject to anti-dilution adjustment); provided that upon such conversion the holder thereof cannot own more
than 49% of the total voting power of the voting stock of the Issuer. |
(2) |
The Junior Convertible Preferred Stock has no expiration date. |
(3) |
MP CA Homes LLC is the direct owner of 450,829 shares of Junior Convertible Preferred Stock and a Warrant to purchase 272,670
shares of Junior Convertible Preferred Stock (the "Warrant"). MatlinPatterson Global Opportunities Partners III L.P. and
MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership
interests in MP CA Homes LLC. MatlinPatterson Global Partners III LLC (the "General Partner") is the general partner of the
Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. |
(4) |
MatlinPatterson Asset Management LLC holds 100 percent of the voting interest and equity of the Adviser and the General
Partner. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. Other than MP CA
Homes LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP CA Homes LLC,
except to the extent that such reporting person holds an indirect pecuniary interest therein, and the inclusion of these
shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of
Section 16 or for any other purpose. |
(5) |
Although the Reporting Person does not have voting or investment control over shares held by MP CA Homes LLC, the Reporting
Person may be deemed to have an indirect pecuniary interest in such shares through his indirect interest in a limited
partner which holds an investment interest and carried interest in the Funds. His exact pecuniary interest therein is not
readily determinable because it is subject to several variables, including without limitation, the internal rates of return
of the Funds overall with respect to their indirect investment in the Issuer. The Reporting Person disclaims beneficial
ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
(6) |
The Junior Convertible Preferred Stock, including the shares of the Junior Convertible Preferred Stock obtainable upon the
exercise of the Warrant, is initially convertible into up to 237,212,786 shares of Common Stock; however, MP CA Homes LLC is
not entitled to convert the Junior Convertible Preferred Stock into Common Stock unless after such conversion it would hold
no more than 49% of the voting power of the voting stock of the Issuer. |