UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 4)*
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 Rule 13d1(e), 13d1(f) or 13d1(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 Rule 13d7 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 (the "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).
(Continued on following pages)
PAGE 1 OF 25 PAGES
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 2 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Greenwich Street Capital Partners II, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
13,111,544 0 13,111,544 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,111,544 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 3 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GSCP Offshore Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
273,347 0 273,347 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,347 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 4 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Greenwich Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
444,135 0 444,135 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,135 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 5 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Greenwich Street Employees Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
782,721 0 782,721 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,721 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 6 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS TRV Executive Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
64,621 0 64,621 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,621 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 7 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Greenwich Street Investments II, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,678,368 0 14,678,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,678,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) oo |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 8 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GSCP (NJ), L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,678,368 0 14,678,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,678,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 9 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GSCP (NJ), INC. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 10 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Alfred C. Eckert III |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
63,234 14,676,368 63,234 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,739,602 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 11 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keith W. Abell |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 12 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sanjay H. Patel |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 13 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Richard M. Hayden |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 14 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Robert A. Hamwee |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 15 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas V. Inglesby |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 16 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Matthew C. Kaufman |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 17 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Christine K. Vanden Beukel |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
SCHEDULE 13D
(AMENDMENT NO. 4)
| CUSIP No.: | PAGE 18 OF 25 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew J. Wagner |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[ ] (B)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) oo |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 8 9 10 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
0 14,676,368 0 14,676,368 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,676,368 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN |
This Amendment No. 4 to Schedule 13D (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 10, 2001 (the "Original Statement") and as amended and supplemented by Amendment No. 1 filed with the Commission on January 7, 2002 ("Amendment No. 1"), Amendment No. 2 filed with the Commission on January 11, 2002 ("Amendment No. 2") and Amendment No. 3 filed with the Commission on December 1, 2003 ("Amendment No. 3, and together with the Original Statement and Amendments No. 1 and No. 2, the "Amended Original Statement"), on behalf of (collectively, the "Reporting Persons") (1) Greenwich Street Capital Partners II, L.P., a Delaware limited partnership ("GSCP II"), (2) GSCP Offshore Fund, L.P., a Cayman Islands exempted limited partnership ("GSCP Offshore"), (3) Greenwich Fund, L.P., a Delaware limited partnership ("Greenwich Fund"), (4) Greenwich Street Employees Fund, L.P., a Delaware limited partnership ("Employees Fund"), (5) TRV Executive Fund, L.P., a Delaware limited partnership ("TRV" and together with GSCP II, GSCP Offshore, Greenwich Fund and Employees Fund, the "Greenwich Street Funds"), (6) Greenwich Street Investments II, L.L.C., a Delaware limited liability company ("GSI"), (7) GSCP (NJ), L.P., a Delaware limited partnership ("GSCP (NJ) LP"), (8) GSCP (NJ), Inc., a Delaware corporation, ("GSCP (NJ) Inc."), (9) Alfred C. Eckert III, (10) Keith W. Abell, (11) Sanjay H. Patel, (12) Richard M. Hayden, (13) Robert A. Hamwee, (14) Thomas V. Inglesby, (15) Matthew C. Kaufman, (16) Christine K. Vanden Beukel and (17) Andrew J. Wagner, to report each Reporting Person's beneficial ownership of greater than five percent (5%) of the common stock, no par value per share (the "Common Stock"), of Moore Wallace Incorporated, a corporation organized under the laws of Ontario, Canada (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to the Common Stock of the Issuer. The Issuer's principal executive offices are located at 375 Park Avenue, New York, NY 10152.
ITEM 2. IDENTITY AND BACKGROUND.
| (a) See Cover Pages Item 1. |
| (b) The business address of each Reporting Person is c/o GSC Partners, 500 Campus Drive, Suite 220, Florham Park, New Jersey 07932. |
| (c) GSCP II, Greenwich Fund, Employees Fund and TRV are Delaware limited partnerships which make investments for long term appreciation. GSCP Offshore is a Cayman Islands exempted limited partnership which makes investments for long term appreciation. GSI is the general partner of the Greenwich Street Funds. GSCP (NJ) LP is the manager of the Greenwich Street Funds. GSCP (NJ) Inc. is the general partner of GSCP (NJ) LP. Alfred C. Eckert III, Keith W. Abell, Sanjay H. Patel, Richard M. Hayden, Robert A. Hamwee, Thomas V. Inglesby, Matthew C. Kaufman, Christine K. Vanden Beukel and Andrew J. Wagner are the managing members of GSI, executive officers of GSCP (NJ) Inc. and senior limited partners of GSCP (NJ) LP. |
| (d)-(e) During the past five (5) years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. |
| (f) All natural persons listed on the Cover Pages are citizens of the United States. GSCP II, Greenwich Fund, Employees Fund, TRV, GSI, GSCP (NJ) LP and GSCP (NJ) Inc. are each organized under the laws of Delaware. GSCP Offshore is organized under the laws of the Cayman Islands. |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Agreement and Plan of Merger dated as of November 26, 2003, as amended (the "Agreement"), among the Issuer, Laser Company, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer, Payment Processing Solutions, Inc. ("PPS"), a Delaware corporation and the stockholders of PPS whose signatures are set forth on the signature pages to the Agreement, the Issuer acquired PPS (the "Merger").
Pursuant to the Agreement, GSCP II, GSCP Offshore and Greenwich Fund (collectively, "GSC Partners") received in the Merger (1) 857,670 newly issued shares of Common Stock of the Issuer and (2) the right to receive approximately $37.8 million (the "GSC Cash Portion") in shares of Common Stock of the Issuer, subject to the Issuer obtaining shareholder approval in accordance with the requirements of the New York Stock Exchange and certain Canadian legal and regulatory requirements to enable the Issuer to issue new shares of Common Stock to GSC Partners in lieu of the GSC Cash Portion. In addition, GSC Partners owned PPS warrants (the "Warrants") that were exercisable for 526.31579 shares of PPS common stock, which were purchased by MWI in the Merger for a right to receive a cash amount equal to the excess of the per share purchase price over the exercise price, or approximately $3.1 million (the "GSC Cash Warrant Payment"). If shareholder approval is obtained GSC Partners will receive a number of new shares of Common Stock in lieu of the GSC Cash Portion and the GSC Cash Warrant Payment based on the fair market value (subject to agreed upon collars as set forth in the Agreement) of such shares at the time of the shareholder approval.
In addition, $12.5 million principal amount of 12% Senior Subordinated Notes due 2005 of PPS, which were held by GSC Partners, were exchanged by GSC Partners for 722,543 shares of Common Stock of the Issuer.
The shares of Common Stock of the Issuer acquired (and possibly to be acquired) by GSC Partners pursuant to the Agreement were (and will be) allocated among the Greenwich Street Funds as follows:
Name Percentage
GSCP II 89.3378%
GSCP Offshore 1.8625%
Greenwich Fund 3.0262%
Employees Fund 5.3332%
TRV 0.4403%
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TOTAL 100.0000%
The foregoing summary is qualified in its entirety by reference to the terms of the Agreement, which is attached as Exhibit 1 to this Amendment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of the date hereof and giving effect to the Merger and the transactions contemplated by the Agreement, the Greenwich Street Funds have acquired and for purposes of Rule 13d-3 under the Act, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, an aggregate of 14,676,368 shares of Common Stock representing approximately 9.2% of the issued and outstanding shares of Common Stock.1
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1 Based on the Issuer’s Report on Form 10Q for the quarterly period ended September 30, 2003, filed with the Commission on November 10, 2003, as of October 31, 2003, there were issued and outstanding 158,037,148 shares of Common Stock. 1,580,213 shares of Common Stock were issued in the Merger. As of the date hereof, GSCP II owns 13,111,544 shares of Common Stock, GSCP Offshore owns 273,347 shares of Common Stock, Employees Fund owns 782,721 shares of Common Stock, Greenwich Fund owns 444,135 shares of Common Stock and TRV owns 64,621 shares of Common Stock.
GSI does not directly own any securities of the Issuer, but because it is the sole general partner of the Greenwich Street Funds, GSI may be deemed to beneficially own and have shared power to vote and to dispose of the shares of Common Stock directly owned by the Greenwich Street Funds. GSI, however, disclaims beneficial ownership of all such shares of Common Stock.
GSCP (NJ) LP does not directly own any securities of the Issuer, but because it is the manager of the Greenwich Street Funds, for purposes of Rule 13d-3, GSCP (NJ) LP may be deemed to beneficially own and have shared power to vote and to dispose of the shares of Common Stock directly owned by the Greenwich Street Funds. GSCP (NJ) LP, however, disclaims beneficial ownership of all such shares of Common Stock.
GSCP (NJ) Inc. does not directly own any securities of the Issuer, but because it is the sole general partner of GSCP (NJ) LP, for purposes of Rule 13d-3, GSCP (NJ) Inc. may be deemed to beneficially own and have shared power to vote and to dispose of the shares of Common Stock directly owned by the Greenwich Street Funds. GSCP (NJ) Inc., however, disclaims beneficial ownership of all such shares of Common Stock.
Mr. Eckert serves on the board of directors of the Issuer and directly owns 63,234 shares of Common Stock, which include 15,734 deferred shares units and 10,000 vested options under the Issuers 2001 Long-Term Incentive Plan.
Messrs. Abell, Patel, Hayden, Hamwee, Inglesby, Kaufman and Wagner and Ms. Vanden Beukel do not directly own any securities of the Issuer, but because they, as well as Mr. Eckert, are managing members of GSI and executive officers of GSCP (NJ) Inc., pursuant to Rule 13d-3, each of Messrs. Eckert, Abell, Patel, Hayden, Hamwee, Inglesby, Kaufman and Wagner and Ms. Vanden Beukel may be deemed to beneficially own and have shared power to vote and to dispose of the shares of Common Stock directly owned by the Greenwich Street Funds. Each of Messrs. Eckert, Abell, Patel, Hayden, Hamwee, Inglesby, Kaufman and Wagner and Ms. Vanden Beukel, however, disclaims beneficial ownership of all such shares of Common Stock.
(c) The only transactions by the Reporting Persons relating to the Common Stock are the transactions described in Item 5.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of November 26, 2003, among the Issuer, Laser Company, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, Payment Processing Solutions, Inc., a Delaware corporation, and the stockholders of the Issuer.*
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* Incorporated by reference to Schedule 13D/A filed by Greenwich Street Capital Partners II, L.P. on December 1, 2003 with the Securities and Exchange Commission.
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.
January 8, 2004
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GREENWICH STREET CAPITAL PARTNERS II, L.P. GSCP OFFSHORE FUND, L.P. GREENWICH FUND, L.P. GREENWICH STREET EMPLOYEES FUND, L.P. TRV EXECUTIVE FUND, L.P. By: Greenwich Street Investments II, L.L.C., its General Partner: By: /s/ Keith W. Abell Keith W. Abell Managing Member |
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GREENWICH STREET INVESTMENTS II, L.L.C. By: /s/ Keith W. Abell Keith W. Abell Managing Member |
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GSCP (NJ), L.P. By: GSCP (NJ), Inc., its General Partner: By: /s/ Keith W. Abell Keith W. Abell Co-President |
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GSCP (NJ), INC. By: /s/ Keith W. Abell Keith W. Abell Co-President * Alfred C. Eckert III * Matthew C. Kaufman * Sanjay H. Patel * Richard M. Hayden * Andrew J. Wagner * Thomas V. Inglesby * Christine K. Vanden Beukel /s/ Keith W. Abell Keith W. Abell /s/ Robert A. Hamwee Robert A. Hamwee * By:/s/ Keith W. Abell Keith W. Abell Attorney-in-Fact * By:/s/ Robert A. Hamwee Robert A. Hamwee Attorney-in-Fact |
* Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Wallace Incorporated filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission.