SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)
Under the
Securities Exchange Act of 1934
Vertex Pharmaceuticals
Incorporated
(Name of
Issuer)
Common Stock, $0.01 par
value
(Title of
Class of Securities)
92532F100
(CUSIP
Number)
December 31,
2008
(Date of
Event Which Requires Filing of this Statement)
Check the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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* 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 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.
92532F100
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
D.
E. Shaw Valence Portfolios, L.L.C.
13-4046559
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
11,136,722
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
11,136,722
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
11,136,722
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10.
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by
Amount in Row (9)
7.4%
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12.
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No.
92532F100
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
11,161,279
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
11,175,479
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
11,175,479
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
7.4%
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12.
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Type of Reporting Person (See
Instructions)
IA,
PN
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CUSIP No.
92532F100
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
David
E. Shaw
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
11,161,279
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
11,175,479
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
11,175,479
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
7.4%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Item 1.
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(a)
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Name of Issuer:
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Vertex
Pharmaceuticals
Incorporated
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(b)
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Address of Issuer's Principal
Executive Offices:
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130
Waverly
Street
Cambridge,
MA
02139
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Item 2.
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(a)
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Name of Person Filing:
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D.
E. Shaw Valence Portfolios, L.L.C.
D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address of Principal Business
Office or, if none, Residence:
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship:
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D.
E. Shaw Valence Portfolios, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D.
E. Shaw & Co., L.P. is a limited partnership organized under the laws
of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title of Class of Securities:
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Common
Stock, $0.01 par
value
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(e)
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CUSIP Number:
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92532F100
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Item 3.
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If this statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person
filing is a:
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Not
Applicable
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Item 4.
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Ownership
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As
of December 31, 2008:
(a)
Amount beneficially owned:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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11,136,722
shares
This
is composed of (i) 10,986,522 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii) 150,200 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through the exercise of listed call
options.
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D.
E. Shaw & Co., L.P.:
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11,175,479
shares
This
is composed of (i) 10,986,522 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (ii) 150,200 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through the exercise
of listed call options, and (iii) 38,757 shares under the management of
D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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11,175,479
shares
This
is composed of (i) 10,986,522 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (ii) 150,200 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through the exercise
of listed call options, and (iii) 38,757 shares under the management of
D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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7.4%
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D.
E. Shaw & Co., L.P.:
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7.4%
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David
E. Shaw:
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7.4%
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(c)
Number of shares to which the person has:
(i) Sole
power to vote or to direct the vote:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii) Shared
power to vote or to direct the vote:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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11,136,722
shares
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D.
E. Shaw & Co., L.P.:
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11,161,279
shares
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David
E. Shaw:
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11,161,279
shares
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(iii) Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv) Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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11,136,722
shares
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D.
E. Shaw & Co., L.P.:
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11,175,479
shares
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David
E. Shaw:
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11,175,479
shares
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David E.
Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of
D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the managing member and
investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the
managing member of D. E. Shaw Investment Management, L.L.C.,
David E. Shaw may be deemed to have the shared power to vote or direct
the vote of 11,161,279 shares, and the shared power to dispose or direct the
disposition of 11,175,479 shares, the 11,175,479 shares as described above
constituting 7.4% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such
shares. David E. Shaw disclaims beneficial ownership of such
11,175,479 shares.
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Item 5.
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Ownership of Five Percent or
Less of a Class
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Not
Applicable
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person
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Not
Applicable
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
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Not
Applicable
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Item 8.
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Identification and
Classification of Members of the Group
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Not
Applicable
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Item 9.
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Notice of Dissolution of Group
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Not
Applicable
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Item 10.
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Certification
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By
signing below, each of D. E. Shaw Valence Portfolios, L.L.C.,
D. E. Shaw & Co., L.P., and David E. Shaw certify
that, to the best of such reporting person’s 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 or as a participant in any transaction having such
purposes or effect.
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A Power of Attorney, dated October 24, 2007, granted by
David E. Shaw in favor of Rochelle Elias, is attached hereto.
Dated:
February 17, 2009
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D.
E. Shaw Valence Portfolios, L.L.C.
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By:
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D.
E. Shaw & Co., L.P., as
managing
member
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| By: | /s/ Rochelle Elias | ||
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Rochelle
Elias
Chief
Compliance Officer
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| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Chief
Compliance Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Attorney-in-Fact
for David E.
Shaw
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart
Steckler,
Maximilian
Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L. P. and general
partner, managing member, or manager of other entities, any of which in turn
may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules
13D
and 13G required to be filed with the Securities and Exchange Commission;
and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
October 24, 2007
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York