UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Advanced Medical Optics, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
00763M108
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Page 1 of 7 Pages
CUSIP No. 00763M108 13G
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1) NAMES OF REPORTING PERSONS JGD Management Corp.
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 5) SOLE VOTING POWER 3,675,223
SHARES ----------------------------------------------------------
BENEFICIALLY 6) SHARED VOTING POWER -0-
OWNED BY ----------------------------------------------------------
EACH 7) SOLE DISPOSITIVE POWER 3,675,223
REPORTING ----------------------------------------------------------
PERSON WITH 8) SHARED DISPOSITIVE POWER -0-
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED 3,675,223
BY EACH REPORTING PERSON
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 5.5%
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12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 7 Pages
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Item 1(a). Name of Issuer: Advanced Medical Optics, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
1700 E. St. Andrew Place
Santa Ana, California 92705
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Item 2(a). Name of Person Filing:
This Schedule is being filed by JGD Management Corp. ("JGD"),
a Delaware corporation, with respect to:
(i) 324,081 shares of Common Stock (which consist of (a)
320,216 shares of Common Stock and (b) bonds convertible into 3,865
shares of Common Stock) directly owned by York Capital Management,
L.P. ("York Capital"), a Delaware limited partnership;
(ii) 1,383,146 shares of Common Stock (which consist of (a)
1,367,201 shares of Common Stock and (b) bonds convertible into
15,945 shares of Common Stock) directly owned by York Investment
Limited ("York Investment"), a corporation organized under the laws
of the Commonwealth of The Bahamas;
(iii) 783,916 shares of Common Stock (which consist of (a)
779,253 shares of Common Stock and (b) bonds convertible into 4,663
shares of Common Stock) directly owned by York Select, L.P. ("York
Select"), a Delaware limited partnership;
(iv) 143,873 shares of Common Stock (which consist of (a)
133,600 shares of Common Stock and (b) bonds convertible into 10,273
shares of Common Stock) directly owned by York Credit Opportunities
Fund, L.P. ("York Credit Opportunities"), a Delaware limited
partnership;
(v) 735,605 shares of Common Stock (which consist of (a)
731,446 shares of Common Stock and (b) bonds convertible into 4,159
shares of Common Stock) directly owned by York Select Unit Trust
("York Select Trust"), a trust organized under the laws of the
Cayman Islands; and
(vi) 304,602 shares of Common Stock (which consist of (a)
301,494 shares of Common Stock and (b) bonds convertible into 3,108
shares of Common Stock) directly owned by certain other accounts
("Managed Accounts").
Page 3 of 7 Pages
The general partners of York Capital, York Select and York
Credit Opportunities and the managers of York Investment and
York Select Trust have delegated certain management and
administrative duties of such funds to JGD. In addition, JGD
manages the Managed Accounts. Accordingly, JGD may be deemed
to have beneficial ownership over the shares of Common Stock
reported in this Schedule.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office address of JGD is:
c/o York Capital Management
767 Fifth Avenue
17th Floor
New York, New York 10153
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Item 2(c). Citizenship:
The place of organization of JGD is Delaware.
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Item 2(d). Title of Class of Securities: Common Stock, par value
$.01 per share
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Item 2(e). CUSIP Number: 00763M108
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C.78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1 (b)(1)(ii)(J).
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Page 4 of 7 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: 3,675,223
(b) Percent of class: 5.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,675,223
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
3,675,223
(iv) Shared power to dispose or to direct the disposition of -0-
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby for JGD have been computed in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The
percentage of ownership described above is based on an aggregate of 66,905,763
shares of Common Stock, which consists of (i) 66,863,750 shares of Common Stock
outstanding as of November 3, 2005, as reported in the issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 8,
2005, and (ii) the number of shares of Common Stock issuable to JGD if JGD were
to convert all of its bonds into shares of Common Stock.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
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Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
The right to receive dividends from, or the proceeds from the
sale of, all shares of Common Stock reported in this statement
as beneficially owned by JGD is held by York Capital, York
Investment, York Select, York Credit Opportunities, York
Select Trust or the Managed Accounts, as the case may be, all
of which are the advisory clients of JGD. JGD itself disclaims
beneficial ownership of all shares of Common Stock reported in
this statement pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended.
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Page 5 of 7 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable.
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Item 8. Identification and Classification of Members of the Group.
Not Applicable.
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Item 9. Notice of Dissolution of Group.
Not Applicable.
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Page 6 of 7 Pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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 that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it is true,
complete and correct.
Dated: February 14, 2006
JGD MANAGEMENT CORP.
By: /s/ Adam J. Semler
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Adam J. Semler
Chief Financial Officer
Page 7 of 7 Pages