Highland Capital Management LP, et al. – ‘SC 13D’ on 10/12/05 re: Horizon Offshore Inc

On:  Wednesday, 10/12/05, at 8:02pm ET   ·   As of:  10/13/05   ·   Accession #:  950134-5-19097   ·   File #:  5-53849

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     51K 

Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

Horizon Offshore, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 44043J105
--------------------------------------------------------------------------------
(CUSIP Number)
Patrick H. Daugherty, Esq.
Highland Crusader Offshore
Partners, L.P.
Two Galleria Tower
 13455 Noel Road, Suite 1300
 Dallas, Texas 75240
(972) 628-4100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
 Notices and Communications)

March 31, 2005
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Sections 240.13d-1(e), (f) or (g), check the following      
box. [ ]                                                                        

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for    
other parties to whom copies are to be sent.                                    

*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           
disclosures provided in a prior cover page.                                     

The information required on 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).                                                                         

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CUSIP No.  44043J105                                    Page 2 of 11            
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1    NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

Highland Crusader Offshore Partners, L.P.           

-------------------------------------------------------------------------       
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [X]       
                                                     (b) [ ]

-------------------------------------------------------------------------       
3    SEC USE ONLY                                                         

-------------------------------------------------------------------------       
4    SOURCE OF FUNDS                                                      

OO-Funds of investment company clients              
-------------------------------------------------------------------------       
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED             
PURSUANT TO ITEMS 2(d) OR 2(e)  [ ]                             

-------------------------------------------------------------------------       
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                 

Bermuda                                             
-------------------------------------------------------------------------       
7    SOLE VOTING POWER                  
NUMBER OF                                                               
SHARES                    0                                           
           -------------------------------------------------------
8    SHARED VOTING POWER                
BENEFICIALLY                                                                
OWNED BY                   52,278,306                                   
           -------------------------------------------------------
9    SOLE DISPOSITIVE POWER             
EACH                                                                
REPORTING                  0                                            
           -------------------------------------------------------
10   SHARED DISPOSITIVE POWER           
PERSON                                                                
WITH                     52,278,306                                 
-----------------------------------------------------------------------     
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
PERSON                                      
52,278,306                      

-------------------------------------------------------------------------       
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          
EXCLUDES CERTAIN SHARES   [ ]               

-------------------------------------------------------------------------       
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     

8.5% (1)                        
-------------------------------------------------------------------------       
14         TYPE OF REPORTING PERSON                               

PN                              
-------------------------------------------------------------------------       

    (1) Based on 92,323,139 shares of Common Stock outstanding on August 9, 2005
   as reported in the Issuer's proxy statement filed on August 22, 2005 and an
 additional 554,139,356 shares issued on September 15, 2005 as reported in
the Issuer's 8-K filed on September 19, 2005.                           

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CUSIP No.  44043J105                                    Page 3 of 11            
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1    NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

Highland Capital Management, L.P.                   
75-2716725                                          
-------------------------------------------------------------------------       
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [X]       
                                                     (b) [ ]

-------------------------------------------------------------------------       
3    SEC USE ONLY                                                         

-------------------------------------------------------------------------       
4    SOURCE OF FUNDS                                                      

Not applicable                                      
-------------------------------------------------------------------------       
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED             
PURSUANT TO ITEMS 2(d) OR 2(e)   [ ]                            

-------------------------------------------------------------------------       
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                 

Delaware                                            
-------------------------------------------------------------------------       
7    SOLE VOTING POWER                  
NUMBER OF                                                               
SHARES                    0                                           
           -------------------------------------------------------
8    SHARED VOTING POWER                
BENEFICIALLY                                                                
OWNED BY                   52,278,306                                   
           -------------------------------------------------------
9    SOLE DISPOSITIVE POWER             
EACH                                                                
REPORTING                  0                                            
           -------------------------------------------------------
10   SHARED DISPOSITIVE POWER           
PERSON                                                                
WITH                     52,278,306                                 
-------------------------------------------------------------------------       
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
PERSON                                      

52,278,306                      
-------------------------------------------------------------------------       
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          
EXCLUDES CERTAIN SHARES   [ ]               

-------------------------------------------------------------------------       
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     

8.5%(1)                         
-------------------------------------------------------------------------       
14         TYPE OF REPORTING PERSON                               

IA/PN                           
-------------------------------------------------------------------------       
    (1) Based on 92,323,139 shares of Common Stock outstanding on August 9, 2005
   as reported in the Issuer's proxy statement filed on August 22, 2005 and an
 additional 554,139,356 shares issued on September 15, 2005 as reported in
the Issuer's 8-K filed on September 19, 2005.                           

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CUSIP No.  44043J105                                    Page 4 of 11            
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1    NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

Strand Advisors, Inc.                               
95-4440863                                          
-------------------------------------------------------------------------       
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [X]       
                                                     (b) [ ]

-------------------------------------------------------------------------       
3    SEC USE ONLY                                                         

-------------------------------------------------------------------------       
4    SOURCE OF FUNDS                                                      

Not applicable                                      
-------------------------------------------------------------------------       
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED             
PURSUANT TO ITEMS 2(d) OR 2(e)  9                               

-------------------------------------------------------------------------       
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                 

Delaware                                            
-------------------------------------------------------------------------       
7    SOLE VOTING POWER                  
NUMBER OF                                                               
SHARES                    0                                           
           -------------------------------------------------------
8    SHARED VOTING POWER                
BENEFICIALLY                                                                
OWNED BY                   52,278,306                                   
           -------------------------------------------------------
9    SOLE DISPOSITIVE POWER             
EACH                                                                
REPORTING                  0                                            
           -------------------------------------------------------
10   SHARED DISPOSITIVE POWER           
PERSON                                                                
WITH                     52,278,306                                 
-------------------------------------------------------------------------       
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
PERSON                                      

52,278,306                      
-------------------------------------------------------------------------       
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          
EXCLUDES CERTAIN SHARES   [ ]               

-------------------------------------------------------------------------       
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     

8.5%(1)                         
-------------------------------------------------------------------------       
14         TYPE OF REPORTING PERSON                               

CO                              
-------------------------------------------------------------------------       

    (1) Based on 92,323,139 shares of Common Stock outstanding on August 9, 2005
   as reported in the Issuer's proxy statement filed on August 22, 2005 and an
 additional 554,139,356 shares issued on September 15, 2005 as reported in
the Issuer's 8-K filed on September 19, 2005.                           

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CUSIP No.  44043J105                                    Page 5 of 11            
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1    NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

James Dondero                                       

-------------------------------------------------------------------------       
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [X]       
                                                     (b) [ ]

-------------------------------------------------------------------------       
3    SEC USE ONLY                                                         

-------------------------------------------------------------------------       
4    SOURCE OF FUNDS                                                      

Not applicable                                      
-------------------------------------------------------------------------       
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED             
PURSUANT TO ITEMS 2(d) OR 2(e)  [ ]                             

-------------------------------------------------------------------------       
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                 

United States                                       
-------------------------------------------------------------------------       
7    SOLE VOTING POWER                  
NUMBER OF                                                               
SHARES                    0                                           
           -------------------------------------------------------
8    SHARED VOTING POWER                
BENEFICIALLY                                                                
OWNED BY                   52,278,306                                   
           -------------------------------------------------------
9    SOLE DISPOSITIVE POWER             
EACH                                                                
REPORTING                  0                                            
           -------------------------------------------------------
10   SHARED DISPOSITIVE POWER           
PERSON                                                                
WITH                     52,278,306                                 
-------------------------------------------------------------------------       
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
PERSON                                      

52,278,306                      
-------------------------------------------------------------------------       
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          
EXCLUDES CERTAIN SHARES   [ ]               

-------------------------------------------------------------------------       
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     

8.5%(1)                         
-------------------------------------------------------------------------       
14         TYPE OF REPORTING PERSON                               

IN                              
-------------------------------------------------------------------------       

    (1) Based on 92,323,139 shares of Common Stock outstanding on August 9, 2005
   as reported in the Issuer's proxy statement filed on August 22, 2005 and an
 additional 554,139,356 shares issued on September 15, 2005 as reported in
the Issuer's 8-K filed on September 19, 2005.                           

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                                                              Page 6 of 11

Introduction                                                                    

   Pursuant to a Recapitalization Letter Agreement (the "Recap Agreement";
filed as Exhibit 7(a) hereto), dated March 31, 2005, among Horizon Offshore,    
Inc., a Delaware corporation (the "Issuer"), Crusader and the other holders of  
the Issuer's subordinated notes (the "Subordinated Notes"), the holders         
(including Crusader) of the Subordinated Notes agreed to exchange $84,972,823   
aggregate principal amount of Subordinated Notes and 1,400 shares of the        
Issuer's outstanding Series A redeemable participating preferred stock (the     
"Series A Preferred Stock") for 60 million shares of the Issuer's common stock, 
par value $1.00 per share (the "Common Stock") and one million shares of a new  
series of the Issuer's Series B mandatorily convertible preferred stock (the    
"Series B Preferred Stock"). The Series B Preferred Stock was not entitled to   
any dividend or voting rights (except as required by the Delaware General       
Corporation Law), but was mandatorily convertible into shares of Common Stock   
upon the amendments to the Issuer's certificate of incorporation as described   
below. The shares of Common Stock and Series B Preferred Stock were issued on   
June 10, 2005. The shares of Common Stock and Series B Preferred Stock were also
issued in consideration of the holders of the Subordinated Notes having         
consented to a new $70 million term loan senior secured financing agreement (the
"Financing Agreement"), dated as of March 31, 2005, among the Issuer, each of   
its subsidiaries party thereto, Manchester Securities Corp., as collateral and  
administrative agent, and the other lenders specified therein, release of all of
the collateral securing the Subordinated Notes, amending the terms of the $25   
million of Subordinated Notes that remain outstanding following the closing of  
the recapitalization transactions to extend their maturity to March 2010 and    
reducing their interest rate to 8% per annum payable-in-kind, and, if           
applicable, participating in the financing transaction as a lender. In addition,
certain of the holders of the Subordinated Notes, including Crusader,           
participated in the Financing Agreement as lenders. Crusader agreed to provide  
$8 million of the $70 million pursuant to the Financing Agreement.              

     In consideration for the above, Crusader received an amended Subordinated
Note of approximately $1.4 million in principal amount along with 5,107,471     
shares of Common Stock and 85,124.5 shares of Series B Preferred Stock on June  
10, 2005.                                                                       

      The Issuer agreed to call a meeting of its stockholders, which was held on
September 13, 2005, to amend the Issuer's certificate of incorporation to       
increase the number of authorized shares of Common Stock to accommodate the     
conversion of the Series B Preferred Stock described above and to reduce or     
eliminate any par value for the shares of Common Stock. Upon these amendments to
the Issuer's certificate of incorporation, which were effective on September 15,
2005, the Series B Preferred Stock was automatically converted into shares of   
Common Stock. The conversion rate was set such that the total outstanding Common
Stock issued in the recapitalization transactions (the initial 60 million shares
plus the shares issued upon conversion of the Series B Preferred Stock)         
represented an aggregate of 95% of the Issuer's Common Stock on a fully diluted 
basis (which calculation excluded out-of-the-money director and employee stock  
options), pro forma for the recapitalization transactions and certain other     
transactions described in the Recap Agreement. Each party to the Recap Agreement
agreed to exercise any voting power it may have had to approve the amendments to
the Issuer's certificate of incorporation, and to execute such documentation and
take such other action as may have reasonably been required in connection       
therewith. The parties to the Recap Agreement held a sufficient number of shares
to ensure adoption of the amendments to the Issuer's certificate of             
incorporation.                                                                  

      Crusader received 47,170,835 shares of Common Stock upon conversion of its
Series B Preferred Stock.                                                       

 The Issuer also entered into a registration rights agreement covering
resales of the remaining Subordinated Notes and all Common Stock issued in the  
recapitalization transactions.                                                  

Item 1.   Security and Issuer                                                   

 The class of equity securities to which this Statement relates is the
Common Stock of the Issuer, the principal executive offices of which are located
at 2500 City West Boulevard, Suite 2200, Houston, Texas 77042.                  

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Item 2.   Identity and Background                                               

   The names of the persons filing this Schedule 13D are Highland Crusader
Offshore Partners, L.P., a Bermuda limited partnership ("Crusader"), Highland   
Capital Management, L.P., a Delaware limited partnership ("HCMLP"), Strand      
Advisors, Inc., a Delaware corporation ("Strand"), and James D. Dondero, a      
United States citizen. Crusader, HCMLP, Strand and Mr. Dondero are collectively 
referred to herein as the "Reporting Persons."                                  

 (b) The principal business address of Crusader, HCMLP, Strand and Mr.
Dondero is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240.

   (c) This Schedule 13D is filed on behalf of Crusader, HCMLP, Strand and
Mr. Dondero. HCMLP is the general partner of Crusader. Strand is the general    
partner of HCMLP. Mr. Dondero is the President and a director of Strand. The    
directors and executive officers of Strand are identified on Appendix I hereto. 

  The principal business of Crusader, is purchasing, selling and holding
securities for investment purposes. The principal business of HCMLP, a          
registered investment advisor, is acting as investment advisor to various       
entities, including Crusader. The principal business of Strand is serving as the
general partner of HCMLP. The principal business of Mr. Dondero is serving as   
the President and a director of Strand. The principal business of each director 
and executive officer of Strand is set forth on Appendix I hereto.              

     (d) and (e) During the past five years, none of the Reporting Persons has
been convicted in a criminal proceeding or been a party to a civil proceeding,  
in either case of the type specified in Items 2(d) or (e) of Schedule 13D.      

(f) HCMLP and Strand were organized under the laws of the State of  
Delaware. Crusader was organized under the laws of Bermuda. Mr. Dondero is a    
citizen of the United States. The citizenship of each director and executive    
officer of Strand is set forth on Appendix I hereto.                            

Item 3.   Source and Amount of Funds or Other Consideration                     

   Pursuant to the Recap Agreement, Crusader exchanged approximately $5.62
million aggregate principal amount of Subordinated Notes for a portion of the   
Common Stock and Series B Preferred Stock received by Crusader. In addition,    
Crusader provided $8 million under the senior secured financing agreement with  
the Issuer. These funds were received by Crusader from its hedge fund clients   
pursuant to its normal business operations.                                     

Item 4.   Purpose of Transaction                                                

The Reporting Persons are acquiring and intend to hold the shares of
Common Stock for investment purposes. The Reporting Persons intend to review on 
a continuing basis their investment in the Issuer and the Issuer's business     
affairs, financial position and prospects. Based on such evaluation and review, 
other investment opportunities available to the Reporting Persons, general      
economic and industry conditions, and other factors that the Reporting Persons  
may deem relevant, the Reporting Persons may consider from time to time various 
courses of action, including, among other things, (i) the sale of all or a      
portion of the shares held by the Reporting Persons on the open market, in      
privately negotiated transactions, through a public offering or otherwise or    
(ii) the acquisition of shares through open market purchases, privately         
negotiated transactions, tender offers, exchange offers or otherwise. Other than
as described above and in "Introduction" above, none of the Reporting Persons   
has any plans or proposals which relate to or would result in any of the        
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule   
13D.                                                                            

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Item 5.   Interest in Securities of the Issuer                                  

     (a) and (b) The aggregate number of shares and percentage of Common Stock
of the Issuer (based upon the 92,323,139 shares of Common Stock outstanding on  
August 9, 2005, as reported in the Issuer's proxy statement relating to the     
meeting of stockholders referred to above plus the 554,139,356 shares of Common 
Stock issued upon conversion of the Series B Preferred Stock, for a total of    
646,462,495 shares of Common Stock outstanding) beneficially owned by each      
person named in Item 2 of this Statement, as well as the number of shares of    
Common Stock as to which such person is deemed to have sole power to vote or to 
direct the vote, shared power to vote or to direct the vote, sole power to      
dispose or to direct the disposition, or shared power to dispose or direct the  
disposition, is set forth in the following table.                               

                                                                [Download Table]

 (b)                             Sole     Shared          Sole        Shared   
                                Voting    Voting       Dispositive  Dispositive
                                 Power     Power          Power        Power   
                              -------------------------------------------------
                                                                               
Highland Crusader Offshore         0     52,278,306         0       52,278,306 
Partners, L.P.                                                                 
Highland Capital Management,       0     52,278,306         0       52,278,306 
L.P. (1)                                                                       
Strand Advisors, Inc. (1)          0     52,278,306         0       52,278,306 
James Dondero (1)                  0     52,278,306         0       52,278,306 

    (1) Because of the relationships described herein, HCMLP, Strand and Mr.
    Dondero may be deemed to be the indirect beneficial owners of the shares
     of Common Stock held by Crusader. HCMLP, Strand and Mr. Dondero expressly
    disclaim beneficial ownership of the shares of Common Stock held by such
entities, except to the extent of their pecuniary interest therein. 

Although the Reporting Persons had interests which may have been generally      
aligned with other parties to the Recap Agreement (and all such parties agreed  
to vote their shares in a particular manner), the Reporting Persons disclaim any
beneficial interest in the shares held by any other parties to the Recap        
Agreement.                                                                      

      (c) None of the Reporting Persons, described in paragraph (a) of this Item
5, has effected any transaction in the Common Stock of the Issuer during the    
past 60 days.                                                                   

(d) Not applicable.                                                 

(e) Not applicable.                                                 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer                                                        

   a. The Recap Agreement. The Recap Agreement is described/referred to in
the Introduction and Items 3 and 5 of this Schedule 13D.                        

b. The Financing Agreement. Pursuant to the Financing Agreement, the
lenders under the Financing Agreement extended credit to the Issuer consisting  
of (a) a $30 million senior secured term loan A facility bearing interest at 15%
per annum, payable monthly 10% in cash and 5% paid-in-kind, maturing on March   
31, 2007, and requiring a monthly principal payment of $500,000 beginning July  
2005 and (b) a $40 million senior secured term loan B facility, bearing interest
at 10% per annum, payable monthly 8% in cash and 2% paid-in-kind and maturing on
March 31, 2007. The Issuer paid a $1.4 million closing fee in connection with   
the Financing Agreement, and is required to pay quarterly, in cash, a loan      
servicing fee of 0.5% per annum based upon the aggregate unpaid principal       
balance of the loans. Upon an event of default under the Financing Agreement,   
the interest rate on each loan increases 2%, payable in cash on demand.         

    The loans under the Financing Agreement are collateralized by the pledge
of the Issuer's equity interests in its subsidiaries that are loan parties to   
the Financing Agreement, the Issuer's accounts receivable, first or second      
mortgages on all of the Issuer's vessels, second liens on the Issuer's Port     
Arthur and Sabine marine facilities, the                                        

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cash securing the letter of credit under the Issuer's contract with the Israel  
Electric Corporation, the Issuer's outstanding claims and receivables from Pemex
and Williams, and the Issuer's future assets. The term loan A is repaid from the
collateral securing the new senior secured credit facility in priority to the   
term loan B. The holders of the Subordinated Notes agreed to release the        
collateral that secured the Subordinated Notes in favor of the lenders under the
Financing Agreement.                                                            

      The Financing Agreement has covenants that, among other things, subject to
a few limited exceptions, require the Issuer to grant the lenders a security    
interest in any property the Issuer acquires and restrict the Issuer's ability  
to issue additional capital stock, create additional liens, incur additional    
indebtedness, enter into affiliate transactions, dispose of assets, make any    
investments, pay dividends, make payments and settle its Pemex claims without   
the consent of the lenders under the Financing Agreement. The Financing         
Agreement also has the same financial covenants as the Issuer's existing credit 
facilities, which were amended in connection with the recapitalization and      
financing transactions described above. In addition, any events of default under
the Financing Agreement could result in acceleration of the Issuer's            
indebtedness.                                                                   

The descriptions of the Recap Agreement and the Financing Agreement 
contained in this Schedule 13D are qualified in their entirety by the complete  
text of the documents, copies of which are filed as exhibits to this Schedule   
13D.                                                                            

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit 7(a). Recapitalization Letter Agreement, dated as of March 31, 2005, by 
and among the Issuer and the holders of Subordinated Notes specified therein    
(incorporated by reference to Exhibit 10.2 to the Issuer's current report on    
Form 8-K filed on April 5, 2005).                                               

Exhibit 7(b). Financing Agreement, dated as of March 31, 2005, by and among the 
Issuer, Horizon Offshore Contractors, Inc. and Horizon Vessels, Inc., as        
borrowers, the guarantors specified therein, Manchester Securities Corp., as    
agent, and the other lenders specified therein (incorporated by reference to    
Exhibit 10.1 to the Issuer's current report on Form 8-K filed on April 5, 2005).

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 SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: October 12, 2005                                                          
               HIGHLAND CAPITAL MANAGEMENT, L.P.

                            By: Strand Advisors, Inc., its general partner

               By:     /s/ James Dondero
                                    --------------------------------
          Name:  James Dondero
      Title: President

   STRAND ADVISORS, INC.

       By:     /s/ James Dondero
                                ------------------------------------
  Name:  James Dondero
Title: President  

 /s/ James Dondero
                       -----------------------------------------
JAMES DONDERO     

                       HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.

                        By: Highland Capital Management, L.P., its
general partner   
                            By: Strand Advisors, Inc., its general partner

               By:     /s/ James Dondero
                                    --------------------------------
          Name:  James Dondero
      Title: President

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APPENDIX I

      The name of each director and officer of Strand is set forth below. Unless
otherwise indicated, the business address of each person listed below is Two    
Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240. Each person   
identified below is a citizen of the United States of America. The present      
principal occupation or employment of each of the listed persons is set forth   
below. During the past five years, none of the individuals listed below has been
convicted in a criminal proceeding or been a party to a civil proceeding, in    
either case of the type specified in Items 2(d) or (e) of Schedule 13D.         

                                                                [Download Table]

                                    PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT 
           NAME                         AND BUSINESS ADDRESS (IF APPLICABLE)   
-------------------------------    --------------------------------------------
STRAND ADVISORS, INC.                                                          
---------------------                                                          
                                                                               
James D. Dondero, Director         President                                   
Mark K. Okada                      Executive Vice President                    
Pat Daugherty                      Secretary                                   
J. Kevin Ciavarra                  Assistant Secretary                         
Todd A. Travers                    Assistant Secretary                         
Appu Mundassery                    Assistant Secretary                         
David Lancelot                     Treasurer                                   
Chad Schramek                      Assistant Treasurer                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		3/31/07		8					10-Q,  13F-HR,  13F-HR/A
Filed as of:		10/13/05
Filed on:		10/12/05		10
		9/19/05		2		5			4,  8-K,  SC 13D/A
		9/15/05		2		6			4,  4/A
		9/13/05		6					8-K,  DEF 14A
		8/22/05		2		5			DEF 14A
		8/9/05		2		8			8-K
		6/10/05		6					8-K/A
		4/5/05		9					8-K
		3/31/05		1		9			10-K,  10-Q,  10-Q/A,  13F-HR,  3,  8-K
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