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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $ 1,344.26 | 11/23/2010 | H | 1 | 06/27/2008 | 06/27/2015 | Junior Convertible Preferred Stock | 272,670 | (1) | 0 | I | See footnote (2) (3) (4) | |||
| Warrant (right to buy) | (5) | 11/23/2010 | P | 1 | 11/23/2010 | (6) | Common Stock | 89,400,000 | (1) | 1 | I | See footnote (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MATLIN DAVID J C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022 |
X | |||
| MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022 |
X | |||
| DAVID J. MATLIN By: /s/ Robert H. Weiss, Attorney-in-Fact | 11/23/2010 | |
| **Signature of Reporting Person | Date | |
| MATLINPATTERSON GLOBAL ADVISERS LLC By: /s/ Robert H. Weiss | 11/23/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | The two transactions reported in Table II above arise from the amendment of an outstanding Warrant that granted MP CA Homes LLC the right to purchase 272,670 shares of Junior Convertible Preferred Stock (the "Warrant") for an exercise price of $1344.26 per share of Junior Convertible Preferred Stock. The 272,670 shares of Junior Convertible Preferred Stock that were represented by the Warrant were convertible into 89,400,000 shares of Common Stock. The exercise price of $1344.26 per share of Junior Convertible Preferred Stock represented $4.10 multiplied by the number of shares of Common Stock issuable upon conversion of each share of Junior Convertible Preferred Stock. As amended, the Warrant grants MP CA Homes LLC the right to purchase, directly, 89,400,000 shares of Common Stock for an exercise price of $2.09732 per share of Common Stock. |
| (2) | MP CA Homes LLC is the direct owner of 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. 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. |
| (3) | 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. |
| (4) | David J. Matlin is an employee of the Adviser and a holder of 50 percent of the membership interests in MatlinPatterson LLC. David J. Matlin may be deemed to have shared voting and investment control (together with Mark R. Patterson) over the shares of the Issuer represented by the Warrant held by MP CA Homes LLC. He also has an indirect pecuniary 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. David J. Matlin disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. |
| (5) | The exercise price of the Warrant, as amended, is $2.09732 per share of Common Stock. |
| (6) | The Warrant will expire one business day immediately following the earlier of (i) the consummation of the Issuer's cash tender offers for any and all of the Issuer's 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014 and 7 % senior notes due August 15, 2015 and (ii) the six month anniversary of the date of the amendment of the Warrant, entered into on November 23, 2010. |