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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/24/08 Rainwater Richard E SC 13D 2:41K TMST, Inc. RR Donnelley |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 31K 2: EX-1 Power of Attorney HTML 7K
sc13d |
CUSIP No. |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Richard E. Rainwater |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (See Instructions) | ||||||||||
OO and PF (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
USA | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 3,945,000 (1)(2) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 3,945,000 (1)(2) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,945,000 (1)(2) | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||||||||
þ (3) | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | ||||||||||
13.0%(4) | |||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
IN |
(1) | Such shares of the Series F Preferred include (a) 1,925,000 shares owned directly by Mr. Rainwater, (b) 710,000 shares owned by Richard E. Rainwater 1995 Charitable Remainder Unitrust No. 1, Richard E. Rainwater, Trustee (“Trust 1”), (c) 867,000 shares owned by Richard E. Rainwater Charitable Remainder Unitrust No. 2, Richard E. Rainwater, Trustee (“Trust 2”), (d) 330,000 shares owned by Richard E. Rainwater Charitable Remainder Unitrust No. 3, Richard E. Rainwater, Trustee (“Trust 3”, and together with Trust 1 and Trust 2, the “Trusts”), (e) 13,000 shares owned by RER Global Liquidity Fund, L.P. (“Partnership 1”), and (f) 100,000 shares owned by RER FI Trading, L.P. (“Partnership 2”, and together with Partnership 1, the “Partnerships”). | ||
(2) | Mr. Rainwater is the sole trustee of the Trusts and in that capacity exercises the power to vote and to dispose of all shares owned by the Trusts. Mr. Rainwater may have a pecuniary interest in the shares owned by the Trusts. Mr. Rainwater is the general partner of the Partnerships and in that capacity exercises the power to vote and to dispose of all shares owned by the Partnerships. Mr. Rainwater may have a pecuniary interest in the shares owned by the Partnerships. | ||
(3) | The amount of shares disclosed in Row 11 excludes 400,000 shares owned by Mr. Rainwater’s spouse, Darla D. Moore, and certain entities controlled by Ms. Moore. Mr. Rainwater disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owners of such securities for purposes of Section 13 or otherwise. | ||
(4) | Based on 30,281,000 shares of Series F Preferred issued and outstanding as of January 15, 2008, as disclosed in the Issuer’s prospectus supplement dated as of January 14, 2008. |
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(c) | During the past sixty (60) days, the Reporting Person has purchased shares of the Series F Preferred in the initial public offering of the Series F Preferred and open market purchases on New York Stock Exchange, as follows: |
Reporting Person | Date | Number of Shares | Price Per Share | |||||||
Trust 1
|
8/30/07 | 560,000 | 25.00 | |||||||
Trust 2
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8/30/07 | 200,000 | 25.00 | |||||||
10/17/07 | 100,000 | 24.42 | ||||||||
11/20/07 | 17,000 | 21.77 | ||||||||
Trust 3
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9/4/07 | 130,000 | 26.30 | |||||||
Partnership 1
|
8/30/07 | 6,000 | 25.00 | |||||||
11/20/07 | 3,000 | 21.77 | ||||||||
Partnership 2
|
8/30/07 | 54,000 | 25.00 |
Exhibit 1 | — | Power of Attorney authorizing Melissa T. Parrish to sign on behalf of Reporting Person |
Date: January 24, 2008
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/s/ /Richard E. Rainwater, by Melissa Parrish, Attorney-in-Fact | |||
Richard E. Rainwater, by Melissa Parrish, Attorney-in-Fact |
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This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/24/08 | 3, SC 13D | ||
1/15/08 | 3, 424B2, FWP | |||
1/14/08 | 8-K, FWP | |||
List all Filings |